


Throw Me (A Cat Toy)

by Quarra, RemingtonFae



Series: Throw Me [2]
Category: Captain America (Movies), Noblesse (Manhwa), Spider-Man (Tom Holland Movies), The Avengers (Marvel Movies), Thor (Movies)
Genre: Alternate Universe - Canon Divergence, Barnes is also a troll, Bromance, Buckitty if you will, Captain America Reverse Big Bang 2019, Crack, Crack Treated Seriously, Feelings, Fluff, Friendship, Gen, Genderfluid Loki (Marvel), Humor, Kitty!Bucky, Light Angst, Loki is a troll, M/M, Mild handwaving on the science, Minor Gender Confusion, Past Child Abuse, Past Torture, Peter wasn't aware that Loki could be whatever Loki wants to be, Platonic Cuddling, Post-Captain America: The Winter Soldier, Post-Thor: The Dark World, Post-Traumatic Stress Disorder - PTSD, Recovery, Science!!!!, Shapeshifting, Some Action, Some discussion of consent, Some discussion of gender, The Noblesse characters are minor in this fic, Touch-Starved, catnip, very minor recreational drug use
Language: English
Status: Completed
Published: 2019-06-26
Updated: 2019-06-26
Packaged: 2020-05-20 05:15:32
Rating: Mature
Warnings: No Archive Warnings Apply
Chapters: 3
Words: 35,316
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/19370326
Author URL: https://archiveofourown.org/users/Quarra/pseuds/Quarra, https://archiveofourown.org/users/RemingtonFae/pseuds/RemingtonFae
Summary: Barnes and Loki volunteer to help Peter clear out a supervillain's labratory. While there, Barnes is bitten by a radioactive snow leopard.Now Barnes has cat ears, a poofy tail, and a new pet. Loki finds thishilarious.





	1. Chapter 1

**Author's Note:**

> Author: Quarra  
> Artist: RemingtonFae
> 
> Notes from Quarra: This is my submission to the Cap Reverse Big Bang 2019. It took longer than I expected, especially with my New Ideas about trying to sleep more than 4h a night. A big thank you to the mods and my artist for having patience with me. RemingtonFae was a wonderful artist, enabler, and beta reader, all in one. THANK YOU REMI.
> 
> This takes place after [Throw Me (A Helping Hand)](https://archiveofourown.org/works/14927231/chapters/34580855) and you should probably read that first for this to make sense.

“That is one big fucking cat,” Barnes said flatly.

He and Loki stood side by side, looking at a kennel built for something the size of labrador. Barely squeezed inside it was a massive, mangey spotted cat. The thing could barely turn around in the cage it was so large. It probably should have been a white cat with black spots, but all the dirt had turned it a nasty, mottled grey. 

The cat hissed and snarled at them, crouching down in the ill fitting cage. Its ears were laid back close to its skull and its teeth were shockingly white and healthy for all that the beast looked like a filthy bag of bones.

There were other cages in the lab, equally small and filthy, but the occupants were either long gone or dead on the cage floor. From the bodies, it looked like the animals were all types. There were a few more exotic looking cats, a wolf, and several different kinds of reptiles. The empty plastic fluid bags, IV stands, and lab equipment strewn everywhere told a rather unpleasant tale.

“The fuck does spider-kid do to get all the science weirdos attention?” Barnes grumbled.

Loki just shook his head and kept staring at the cat. 

This whole little event wasn’t really Barnes or Loki’s specialty. Although, Barnes had to admit, if only to himself, that it wasn’t really that much of a hardship either. 

Peter was a good kid. A _busy_ kid. Still in highschool, getting by living with his aunt. The kid was a genius, true. Tested and proven. But he was still just a _kid_. A skinny bag of bones that didn’t know how to keep his nose to himself and was five times as helpful and cheerful as he really had any right to be. 

Stubborn. Smart.

Good.

He reminded Barnes a lot of Steve. Well, from what little Barnes could even remember about Steve anyways. Hydra did a goddamn number on his brain and he was still sorting through the rubble. 

But everytime he saw Peter stand up for someone. Every time he saw that skinny, too-kind fucking _kid_ jump in front of someone else to save them, Barnes had to smile. Also facepalm and groan, but there was maybe just a hint of a smile when he thought about it later. 

Peter Parker was a gift, to his family, to the world around him. 

To Barnes, too. Over the last several months, he’d become a friend. One of Barnes’s only friends, actually, though that number was still far, far higher than Barnes really expected it to ever be. 

He expected it to be _zero_.

Good people like Peter deserved a helping hand, even if they only wanted to use that aid to help others in turn. 

“You think it’s because of the whole spider-schtick?” Barnes asked. He tilted his head to the side and rubbed the scruff on his chin. 

A few sparks flew from some damaged electrical cables on the other side of the room, but Barnes ignored them. It would take a hell of a lot of voltage for him to give a shit about being hit, and even then there was no way he’d be stupid enough to be in range of it. There was a distant rumbling and then a crash from somewhere else in the building, followed by a faint roar.

“What do you mean?” Loki asked. He hadn’t bothered to summon his helmet, or even more than one knife. He did have his heavy green and gold armor on, but Barnes knew very well that such armor was as comfortable for him as his suits and button up shirts. After all, Loki had got him a set of Asgardian armor, too. Barnes was wearing part of his own set as well. The dark leather and silver plate fit him perfectly, and it was as beautiful as it was functional. From what Barnes had heard, the Asgardians basically lived in their armor, or at least the warrior caste did. It was as much a statement of self as it was a critical defense.

It was also noticable as _fuck_. The last thing Barnes wanted to do was bring attention to himself here. Especially if the police showed up sooner than expected. Loki could just will his armor away. Or, hell, just illusion himself into something else. Barnes wasn’t quite so lucky. 

So he had on the Asgardian boots and pants. The armored jacket he’d left at the lair in favor of his own kevlar blue and black jacket. It wasn’t nearly as good as the Asgardian jacket, but it had the benefit of being slightly less obvious. There was a removable sleeve for his left arm, and a hood that could fold out of the collar. Right now he had the sleeve off, showing off the scrolling metal of his cybernetic limb, but in a flash he could have it on at be able to slip into a crowd, invisible. 

“I don’t know.” Barnes shrugged. “From everything Spider-kid has said, his regular bad guys definitely have a certain...science-y flare to them.” There was another crash in the distance, and the roar got a little closer. “He said he got his powers through some kind of fucked up science bullshit. Maybe it’s going around?”

Loki raised his eyebrows and a thoughtful look crossed his face. “Could just be this city. New York seems to attract far more of this sort of activity that seems reasonable.”

That was the damn truth. 

“If shit was ever this weird when I was a kid, I’m kinda glad I don’t remember it.”

There was some more rumbling and clanging coming from outside the room, and now it was close enough that Barnes could make out the faint chatter of Peter trying to blind whoever he was fighting with an overabundance of banter. It was kind of amazing how that never really seemed to stop, no matter the circumstance. 

“Do we leave it?” Loki asked, sounding dubious. 

It was an honest question. Loki was never what Barnes would call _compassionate_ , but he did have a subtle, rough kind of empathy. Buried deep under layers of trauma and jackassery. Much like Barnes himself, actually. 

That was probably why they got along. 

Barnes looked around the room. Took in the cages. The dead animals. The scent of chemicals in the air. The filthy floors and the cat’s matted, stiff fur.

A thousand half formed images swept through his head. Rooms that looked almost like this one, but far, far different. Even a vague amount of similarity was enough to make his stomach twist in dissatisfaction. 

“Fuck no,” Barnes growled out. “Nothing deserves to be in a cage like this.”

“So you’re just going to let it out so it can roam free?” Loki raised an eyebrow at him. “I am certain we’ve watched at least half a dozen terrible movies that show an event of mass destruction starting off with this very situation.”

“It’ll be fine,” Barnes said, waving a hand at him. “We’ll just...knock it out. And then take it to a zoo or something.”

Loki’s eyebrow raised a bit higher. Then he nodded.

“You’re going to punch it aren’t you.”

“No!” Barnes glared at him. 

The cat took that moment to slam itself into the cage door, hissing and snarling.

“...Maybe,” Barnes admitted. 

“Well then by all means,” Loki said, waving towards the cage. “I yield the field to the expert.”

Barnes gave Loki another slightly disgruntled look. He had the nagging feeling he was being conned somehow. Or maybe that he was just walking into a trap made of his own stupidity and Loki was avidly awaiting the results of it being set off. 

It gave him pause. He ran through the whole situation again. Even though he was _certain_ that Peter had genuinely needed the help when he’d asked for backup and that Loki was just as surprised as Barnes was to be asked, he couldn’t help but think through the timeline of events just to make sure that Loki hadn’t set something up.

Honestly, though, he doubted it. Loki was a trickster god, it was true, and he’d been at his craft for thousands of years. So if he wanted to play an elaborate prank, Barnes knew that there would be no chance of him figuring it out beforehand. 

However, he also knew that Loki was significantly more upfront with his tricks most of the time. _Especially_ with Barnes. 

Much to Barnes’s shock and surprise, the two of them were friends. Close friends, in fact. And while Loki could be an utter asshole, he was generally very forward and honest with Barnes about what he was doing. Barnes got the feeling that Loki had gotten into the habit of no one ever believing him. Which was crazy. Loki was more honest than most people Barnes had run into.

So he only gave Loki the hairy eyeball for a moment before he stepped up to the cage. The whole room of cages wasn’t really Loki’s style. It probably wasn’t an elaborate trick on Barnes. 

Probably.

The cat slammed into the cage door again, and its claws caught on the wire mesh. Each paw was nearly the size of Barnes’s hand.

“Alright. I’m gonna…I’m gonna open this door up and then grab it.” Barnes pursed his lips and thought about this. “Maybe I should just taze it.”

“Do you have a taser on you?” Loki asked, taking a step back.

Barnes had to think about that for a moment. He had a lot of weapons on him. He always had a lot of weapons on him, but since they were out helping Peter, he’d packed extra.

“Yeah. Something taser-like, anyways.” One charge sticky shock grenades totally counted. He pulled one out. They were similar to his old grenades that he used when he was the Asset; the same heft and rough size, but they were flat instead of spherical. He pulled one out of a pouch and got it ready in his flesh hand.

Loki took another step back.

“If it jumps towards me, I’m teleporting it to an animal shelter,” Loki said flatly.

Suddenly, Barnes was struck with the mental image of some poor volunteers running in terror from a giant, angry exotic cat that suddenly popped into the room. 

“Drop it in Thor’s bedroom at the tower. Funnier that way.”

Loki made a humming noise of approval and nodded slowly, one hand stroking his chin. “That idea does have merit.”

Even though Barnes and Steve were slowly, cautiously working to renew their old friendship, Loki and Thor were still on rocky ground. Thor was aware that Loki was in the city, and on very rare occasions they all bumped into each other, but for the most part the brothers avoided each other like the plague. Barnes did note that Thor had opted to stay in New York, though. Maybe in hopes that something further might develop.

Or because he was worried that Loki would start a new plan to bring humanity under his rule and wanted to watch New York City just in case. Barnes knew damn well that Loki wasn’t interested, but there was no telling Thor that. 

From the bits and pieces that Barnes had heard about their relationship growing up, Loki had a lot of good reasons to resent his family. Even Thor, who obviously cared about him in some way. There was a lot of history there, and most of it sucked.

So Barnes didn’t really feel bad about prodding Loki into having a little fun. Given the two brothers, Barnes knew whose side he was on.

As soon as the cat took a step back to ready for the next attack, Barnes grabbed the cage lock and ripped it open. 

Instantly, the cat was on him. 

He had his left arm braced so that the cat would bite it first. The joys of having a vibranium prosthesis meant that he could pull shit like that and not worry about actually getting injured. The claws were no fun at all, but his Kevlar jacket took care of most of that. _Most_ , anyways. He was gonna have to get some replacement plates in the damn thing after this was done. All he really had to do was keep his head out of the way, while also trying to slap the sticky shock grenades onto its side.

What he did not expect was just how _fucking strong_ that damn cat was. In an instant it had bowled him over and had let go of its bite on his arm, all in an effort to wiggle out of his grip. The shock grenade went skittering across the floor, and suddenly Barnes was in a wrestling match with an enormous fucking predator. 

“Well done. Truly, I am impressed,” Loki drawled from off to the side.

“Oh shut the FUCKfuckfuckfuckfuck---” 

The cat had managed to writhe its way around, completely slipping out of his grip with a spine bending twist that only a feline could get away with. Before he could roll away and maybe get some distance on it, the cat had pounced on him, snarling deep and low in its chest. 

There was no way this cat was normal. Barnes had the super soldier serum, for fuck’s sake. He should not be getting his ass kicked by a _cat_. 

Barnes had to get to that shock grenade. Unfortunately, he was on his back, with a pissed off monster cat on top of him trying to bite his face off. He had it held away from him with his left arm, and the cat’s claws made the worst noise ever when they screeched down the vibranium. While he was trying to keep the cat away from anything tender, like his _eyes_ , he was desperately reaching with his right hand over to where the shock grenade fell. 

“A little help?” Barnes wheezed out, flinching back just in time to miss an errant claw.

“Hmmm,” Loki mused next to him. 

Just as Barnes was about to start swearing at him again, the shock grenade was kicked a little closer, just in reach. 

“There you go,” Loki said, sounding satisfied.

Barnes rolled his eyes. Loki could have just used his magic or something. Maybe pinned the cat down? 

Well. 

At least he helped with the grenade. 

After a little more fumbling and wiggling away, Barnes managed to get ahold of the grenade. Which was a very good thing, because right as he grabbed it, the cat managed to overpower his metal arm. How the _fuck_ it did that, Barnes had no idea.

The thing was fast as lightning, and went straight for his throat. Searing pain raced through him as the cat bit down. Hard on the heels of that sensation was the electrical shock from the grenade discharging on the cat’s side. The charge traveled through the cat and straight into Bucky, too, giving him a nice shock and brain scramble for his trouble.

“Ugggggg,” Barnes groaned, and rolled to his side, shoving the cat off of him. Pain throbbed in his neck and his skull. The sharp metallic scent of blood was in the air, and it hurt like hell to swallow. Or blink. Or move. Moving sucked too.

“Oh god, just tell me it’s out,” Barnes choked out.

“Yes, I’ve made sure it’s unconscious.” Loki’s face swam above Barnes, looking a little blurry and wobbly. “Still alive?”

“Seems that way.” Barnes winced and closed his eyes. 

He very gently felt up around his throat, assessing the damage. Definitely got bit, several puncture marks. None felt deep enough to warrant emergency surgery, which meant he’d just need to sleep it off. Maybe put some bandaids on it.

The floor was very nice, though. Barnes decided just to lay there for a minute. Catch his breath.

There was a long pause, and Barnes could feel Loki move away a few steps.

“Strange creature,” Loki said, sounding thoughtful. “Are all of these cats that strong?”

“No,” Barnes rasped out. Talking definitely hurt. 

He felt along his neck again. The skin felt tender. Oddly sore. Cuts and bites usually had a clean burn to them, but this felt weird. Almost like a poisoned blade did.

Shit, where even had that cat’s mouth been? He was gonna have to disinfect these. He hated disinfecting punctures. The wounds were usually so deep that cleaning them out was singularly awful. 

“Are you sure you’re alright?” Loki asked, sounding just a touch more concerned. “You don’t look to be bleeding _that_ much.”

“No, I’m fine.” Barnes shook his head. Which was a mistake. A painful, unhappy mistake. He forced his eyes open and dragged himself into sitting up.

The world only spun for a moment, and then it settled back into place.

There was the cat, passed out next to him on the floor. The poor thing was a bag of bones. It was so skinny that its ribs were visible along its side, even through the heavy fur pelt. 

All in all, Barnes felt a little bad for it. He’d been hungry like that before. Stuck in a cage, hoping to get out. Cat probably thought that Barnes was one of it’s tormentors. Or, hell, maybe it was just wild and thought all humans were trouble. 

Maybe it would be friendlier once it got a meal.

“What do we do with it?” Barnes asked quietly. He kept one hand at his throat, holding on to the pulsing bite. It had already stopped bleeding, now it was just irritatingly painful. 

“Do you think a human zoo could handle such a creature?” Loki asked, carefully stepping around the body of the cat. 

“Not a chance.” 

That thing would eat zookeepers whole. Or the other cats there. Either way, chances were damn good the thing would get out and then start whatever B-movie apocalypse that Loki had joked about. 

“We could still drop it in Thor’s room,” Loki suggested. His voice lilted up at the end, almost making the statement a question.

“I donno.” Barnes frowned. He knew Thor was a hero, one of the Avengers even. But after all the shit that he’d heard---and more importantly, all the evidence of long term emotional abuse on Loki that he’d seen---he wasn’t very inclined to leave anything monstrous looking to Thor’s tender mercies. “Do you think he’d help it?”

Loki stood there, still as a statue as he thought it over.

Another explosion rocked the walls of the building around them, this time sounding much, much closer. Just a room or two over now, and the sound of Peter’s snarky banter was almost close enough to follow along with.

Barnes waited. They weren’t really in a rush. If it looked like the place was going to collapse, Loki would teleport them out immediately, and so far the rest of this villains defenses were pathetically easy to destroy. 

Eventually Loki licked his lips and winced a little. 

“I cannot say. I think I am...too biased to give a rational answer on that front.” Loki grit his teeth and stared at the cat.

Barnes nodded. He always appreciated Loki’s honesty.

“...You want to adopt a cat?” he asked.

“You’re joking,” Loki said flatly, staring at him.

Barnes shrugged. 

“Just for a day or two, until we can figure out what else to do with it. We can at least clean it up and see if it will eat anything. If it’s awake and looking cuddly, there’s a better chance that the Avengers will find a home for it.” Barnes rubbed at his throat again. Damn, that really stung. “Peter might be able to help out too. He knows more about this…” He waved a hand around them. “Whatever this is that’s going on.”

Loki sighed.

“It’s staying in your room.”

Barnes shrugged again. That was fair enough. 

He grabbed the cat, slung its body over his shoulder as carefully as he could, and then wobbled his way up to standing. 

“My turn to decide dinner?” he asked. 

Loki nodded, and the two of them headed out of the room just in time to hear a scream of frustration a room over and Peter’s cheer of excitement. 

“I want take out,” Barnes said. “Would you call it in? Order me some soup, along with the regular. My throat hurts.”

Loki waved a hand at him and then made a complicated gesture. There was a short flash of green light, and then his cell phone was in his hand and he was texting away.

“I’ll let the spider-child know we’re on our way out, and we have something for him to look at tomorrow after school.”

“Sounds good.” Barnes looked around. There was one more lizard-robot thing pulling itself towards them in the distance. More of this villains guards. 

A quick headshot later, and that was all taken care of. 

“Let’s get out of here,” Barnes said, already far more tired that this little pleasure jaunt should have left him.

Loki put a hand on his shoulder, and in another flash of green light, they teleported away.

\--

Barnes barely made it through dinner.

For whatever reason, their little trip out had worn Bucky out more than he expected. As soon as they got home, Loki called in the delivery order and Bucky dumped the cat in his bathtub and promptly scrubbed it down. 

Turned out the damn thing was white with black spots. A quick google search on his phone identified it as a snow leopard. A very scraggly, unhappy looking snow leopard. 

For lack of anything better to do, Bucky left it in his bedroom, laid out on a pile of pillows on the floor. Right next to it he left a large bowl of water and a plate of raw ground beef. 

Not that he had any idea what big cats like that ate, but raw meat seemed like a smart choice and ground beef was what he had. RIP taco Tuesday. They’d just have to skip this week.

He barely had enough energy to stagger out into the living room, and guzzle down some egg drop soup. He’d shower before bed. Food was more important right now.

“Hmm. Did you clean up your neck yet?” Loki asked from the other end of the couch. He had a white take out box in hand, and a few noodles looked like they were trying to escape out the side. “If so, you did a shitty job.”

Barnes just flipped him the bird and slouched down harder into his corner of the couch. 

This was a good couch. He loved this couch. He was going to live here now. 

“Can you even get an infection?” Loki sounded boredly disinterested, as if he were asking about the weather in some other country. “If so, how did you manage such things while living under that bridge where I found you?”

“Mm. Jury’s out,” Barnes mumbled. He pried his eyes open and debated about eating some fried rice. 

He should be fucking starving. Food was still a bit hit or miss for him now days, but Barnes had been busy all day. Even got to shoot some robots. Fought a giant cat. There should be _some_ kind of appetite in him. 

Maybe it was smarter not to force the issue. 

Barnes dropped his head back onto the couch cushion and listened to the faint sound of the SyFy channel wash over him. Whatever craptastic movie was on had something to do with things that tunneled under the ground, and apparently only a group of teenagers could stop it. 

Loki hummed next to him, sounding a little more suspicious. It was too much work to try and deal with it, so Barnes just slumped down a little farther. 

Time blurred for a little bit, only to catch up to him when he felt a sharp prod to his metal arm.

“Barnes. Barnes, are you well?” Loki sounded mildly alarmed.

“Huh?” Barnes blinked himself awake. 

Ug. He felt sticky. Like he’d been sweating in his sleep. Was he even asleep? Not that it would have been the first time he’d passed out on the couch, but, well, sleep was a pretty hit or miss thing for him as well. For both of them, really. He and Loki spent more time awake at night than they did asleep.

Nightmares were a problem. 

Barnes wiped his forehead and made a face. “Uggg. Was I this dirty after the fight?” he mumbled. 

“Yes. But since the shampoo incident, I’m no longer allowed to talk about your hair, remember?” Loki leaned back to his side of the couch. At some point in the last who-knew-how-long, he’d changed into one of his more casual pairs of slacks and a lavender button up shirt. A few of the buttons were undone at the neck, the sleeves were rolled up, and the tails of the shirt hung out. That was pretty casual. For Loki, anyways. Typical for late night couch surfing. 

“If I wanted to be a hair model, I would have looked into it myself,” Barnes grumbled, resolutely shoving aside the memory of how a few dozen fashion agents had all tried to hire him. At Loki’s insistance, of course. 

Barnes shook his head and rubbed his eyes again.

“Can you…” He waved at the take out containers. 

“Yes, fine.” Loki waved a dismissive hand at him. “You pick up next time. Just go bathe. And sleep.”

The words were a little snide, but Barnes could hear a note of worry in them. There was a slight wrinkle to Loki’s brow that didn’t look right either. 

Loki was kind of an ass. Well, he was absolutely an ass, but the two of them looked out for each other nowadays. Whatever Loki was seeing had him worried.

“Yeah. Shower is good. Then I’ll sleep it off.” Barnes heaved himself up and staggered off to his private bathroom.

“Don’t let the cat eat you,” Loki said dryly. 

Barnes snorted, and grabbed some clean towels.  
That was about as far as he made it. A hot shower would have been great, but the bed was _right there_. He barely even noticed the still-unconscious cat on one side.

_This might actually get me killed_ , Barnes thought muzzly. Falling asleep next to a dangerous wild animal, one that had already tried to eat him too. That was just stupid.

The bed was too damn soft to resist, though, and the moment his head touched a pillow, he was out.

\--

Barnes woke up to fur in his face. 

He wrinkled his nose and sniffed. It didn’t smell bad. Not really. It just smelled...furry. Kind of spicy, actually.

It was damn ticklish, too. He rubbed at his face. The fur moved around a little bit and there was a very disgruntled sounding _mrow_. 

The cat. 

He was on the bed with the fucking snow leopard.

Which...apparently hadn’t decided to eat him yet, so. Well. That was good. 

Barnes opened his eyes, staying as still as he could. He didn’t want to tip off the predator literally in his bed.

The cat lifted its head up from where it had curled into a large, fluffy ball, glared at him like he owed it money, and then it settled back down to sleep some more.

Huh.

Barnes sat up. Slowly, just in case the cat was still twitchy. The damn thing didn’t do more than flick its ear at him. Didn’t even open its eyes. 

Weird. 

What was doubly weird was how damn loud the lair was today. Granted, only his armory was truly sound proof, but his bedroom was pretty quiet. They only shared this floor of the apartment building with two other penthouses, and the other two were nearly always gone. Off traveling on either business or vacation trips. Barnes and Loki both made it a point to keep track.

Today, there was noise from all over the building. People moving around. Things banging against the floors and walls below them. Even the damn pipes sounded loud. Barnes was a super soldier, so he was mostly used to hearing things that normal people couldn’t, but this seemed excessive even to him. 

Maybe he was hung over. He didn’t remember drinking last night, though he did foggily recall that he was pretty out of it.

He rubbed his face and his ears twitched, turning to catch some noise from the living room. It sounded like Loki was watering the plants. 

Barnes froze. 

His ears. Twitched. Turned. 

That. That wasn’t a thing that should happen.

Barnes lurched off the bed, causing the cat to meep in objection at the jostling. 

“Oh shut up,” he grumbled, and staggered into his bathroom to look in the mirror.

There were ears on his head. Of course there were ears on his head, everyone had ears. But these were _cat ears_. Kind of fluffy, pointed, white and black fucking _cat ears_. Just. Right there. Sticking up out of the top of his head. 

He pulled on the end of one, staring in horror at it in the mirror. It felt attached.

Something swished behind him.

“Oh no. Oh no no no,” Barnes moaned quietly. “This is not fucking happening.” 

There was a tail moving behind him. Quick as a whip he grabbed the end and held it up to his face to examine it. 

A big, floofy, white tail with black spots. Just like the snow leopard in his bed. Only bigger. Proportional to him. 

“Oh my god, Loki you _bastard_ ,” Bucky groaned. He let go of the tail and rubbed his eyes.

This had to be some kind of trick. Loki had figured out how to cast a more tactilely resilient illusion and had cast it on Barnes for shits and giggles. 

Which meant that Barnes getting pissed off and making a big show of how upset he was would only bring Loki more joy. He’d laugh until he puked. 

No. Better to play this cool.

The tail swished behind him. Barnes winced, not only because the movement caused his flinch reflexes to fire up, but because he had suddenly realized that his tail was crunched uncomfortably against his pants. 

He loosened his belt and felt around back there. 

Yup. That was a tail. Sticking out of his ass, as if his tailbone had decided to make a run for its money and flee his body entirely. That was just. Weird. He craned his neck around, trying to get a good look. 

How was he even going to work this? Cut a hole in his pants? That sounded perverse. Maybe just...shove it down one pant leg? For whatever reason, that sounded incredibly uncomfortable. Not because he’d have a tail wrapped around his leg, but because then his tail wouldn’t be able to move.

Why did that sound awful to him?! It wasn’t even a real goddamn tail! Just some bullshit illusion.

He settled for loosening his pants a bit and letting the base of the tail curl under his ass. The end still stuck out, but, well, there wasn’t anything to be done about it. 

Barnes sighed and glared at himself in the mirror. He was gonna have to think of something good to get back at Loki for this.

Then he noticed something else. His glare turned into a squint, and he leaned in.

His eyes. He should have blue eyes. But they’d turned a weird turquoise. The irises were a bit bigger too. 

What the fuck, Loki?

\--

When he finally made his way out to the kitchen, Loki was already there, leaning on the counter with a book and sipping some tea. 

Rather than address the issue, Barnes just went about his business. He put the kettle on. Opened a cupboard and then slammed it shut. 

Any second now, Loki would get his laughs.

Except Loki wasn’t even looking up from his book.

“Still alive, I see. That’s good. How’s the cat?” Loki asked. 

Barnes just glared at him and leaned back against the opposite counter. He crossed his arms and waited some more.

“Hmm?” Loki finally dragged his eyes up away from his book. Then he dropped it, and his jaw. “Barnes. You---” He pointed at Bucky’s new cat ears, now twitching with irritation. “You---”

“Yeah, and fucking thanks, Loki.” Barnes frowned at him and waved at his head, or his ears actually. “Ha fucking ha. Yes we have a cat now, yes it’s alive, no it didn’t eat me.” He rolled his eyes. “Now lose the illusion.”

“That’s not an illusion, Barnes,” Loki said flatly. He’d seemed to have forgotten his book entirely, and was leaning in, craning his head around to get a better look at Barnes’s head. 

“What.”

“That’s not an illusion, and definitely not my doing.” Loki paused and pursed his lips. “Though I feel like I may have missed an opportunity.”

“What do you mean this isn’t an illusion,” Barnes said quietly. His hands clenched into fists and the end of his tail twisted back and forth furiously. That only drew Loki’s gaze to the tail.

“Oh my. Ha. Haha, oh Barnes.” Now Loki had started to grin. He crept closer, looking for all the world like he was about to grab the tail and pull it.

Barnes snatched the end up first and held it close to his chest. For protection.

“Loki,” he hissed. “What do you mean this isn’t an illusion?!”

Loki just shook his head. “I mean exactly that. It’s not an illusion. Those are your ears and that is your tail.” His pupils flared oddly, and for a brief second there was a distinctive blue cast to his features. “As far as I can see, it’s not magic at all.” He shrugged.

“What the _fuck_.” 

Barnes looked down at the floofy tail in his hands. That’s when he noticed that his flesh hand had clawed finger tips. 

He flexed his fingers and watched the claws extend and detract. 

Words fled him for a moment as the world narrowed down to just what he could see right in front of him. 

What. The. _Fuck_.

\--

Somehow, Barnes ended up on the couch, curled up in his corner with his legs tucked under him and his tail wrapped around him.

A thousand different thoughts raced through his head. First and foremost, was this something Hydra had done to him? If so, _how_? He’d been away from them for months now. Almost a year? Maybe? He couldn’t quite track time right this second. His memory was a patchwork quilt, but Barnes couldn’t recall anything about cat experiments. 

So if not Hydra, then who? What? Was it some kind of attack? A curse, maybe? Was it one of Loki’s relatives? They all seemed to be douchebags. He could see one of them adding random animal features to a person, especially someone close to Loki.

While he internally melted down, Loki sat down next to him and stared.

“Are they functional?” Loki finally asked.

“The fuck do you mean?!” Barnes said. He didn’t really like the note of mild hysteria in his voice, but he could probably be excused. “I can hear you, can’t I?”

“I mean, can you control the movement?” Loki leaned in a bit more. He didn’t touch, though, which Barnes appreciated. He had his hands wrapped around his tea mug, with one black polished nail tapping away at the glass. 

That...actually was a reasonably question. Barnes gave it a shot. 

Sure enough, the ears moved as directed. The tail was harder. It wanted to squirm around. 

“Kind of,” he finally admitted. “Fuck, I look like an idiot.” He couldn’t stop flexing his claws. That he only had on one hand. Because the other hand was metal. 

One hand worth of claws. That was monumentally stupid. 

“Barnes, you are going to get laid so much,” Loki said sagely.

“What?!” Barnes shot him an appalled look.

But Loki just nodded sagely. “Trust me. The cat ears and tail thing are very popular. Everyone wants to pet them.”

Suddenly, Barnes knew far, far more about Loki’s personal life than he ever wanted to.

“There’s quite a lot of pornography about it, actually.” Loki waved towards their movie shelf, which Barnes knew, to his despair, held a whole variety of porn parodies. 

“Please stop.” Barnes winced and covered his face with his hand. 

“What? I’m just saying. It’s not all bad.”

Barnes couldn’t have stopped the question if he tried. 

“So you. You’ve…” Barnes waved at his tail. “With this?”

Loki gave him a very unimpressed side-eye. “Have I had sex with animal features? Yes, because several of my forms are that of animals. Thor’s friends liked to laugh at me about it often enough.” That last was said with a bit of a snarl. Then he gave a little philosophical shrug. “Never done a humanoid animal hybrid form before. Neither myself or my partner. Sss. Partner _s_.” He gazed off into the middle distance speculatively. “Maybe I should try it.”

This was so much more than Barnes had ever wanted to know about Loki. He knew Loki had other forms, but anything involving Loki’s sex life was absolutely the last thing Barnes needed details on. 

“Please don’t tell me,” Barnes groaned. 

“...Are you sure?” Loki asked. “Because there are things you should know about cats and their---”

“Stop! Stop. Right there.” Barnes closed his eyes and put his face in his knees. “Don’t tell me. Whatever it is. I’ll. Figure it out later.”

“If you say so.” Loki sounded sceptical again. “Perhaps it’s for the best. There’s no telling how much of you has changed. Although, I would suggest a, er, self administered test run? Before you attempt anything with your Captain?”

Oh god. Steve.

Barnes was going to have to see Steve like this.

They’d been dating for a few weeks now. It was shockingly good. Slow, too, which worked out perfectly for Barnes. He wasn’t really sure how to be a person anymore, or how to act around his old-best-friend Steve, let alone his old-best-friend-turned-boyfriend Steve.

The worry must have shown on his face, because Loki said, “I wouldn’t worry, Barnes. If your gracious captain wasn’t put off by the near-century of being an assassin and an experiment, he won’t balk at cat ears.”

Despite his best intentions, Barnes actually did feel comforted at that. 

He licked his lips and tried to think about how the fuck this even happened.

Which was about when he realized that his canine teeth were pointed, top and bottom. 

He hand _fangs_. 

Great. 

“Fuck.” Barnes hid his face in his hands.

“So you have no idea how this happened?” Loki asked. 

That was when the fucking snow leopard wandered in from Barnes’s room. He must have left the door open. Before Barnes could do more than swear, the cat hopped up onto the couch and curled up next to Barnes. 

Barnes just stared at it with his mouth hanging open. Loki’s eyebrows raised up to his hairline and he glanced back and forth between Barnes and the cat. 

“The bite,” they both said at the same time. 

“How was it that the spider-child said he’d gotten his powers?” Loki asked. “Bitten by some kind of mutant spider?”

“That’s crazy.” Barnes shook his head. His tail flipped back and forth. The snow leopard grabbed it with one paw and started grooming it. 

Which felt really nice, actually. 

“Give me that,” Barnes snarled, grabbing his tail out of the cat’s grip. He hugged it close to his chest.

The cat just stared at him. Then it tried to paw a little at his arm. 

“At least it’s more friendly now,” Loki said, sipping his tea.

“I did leave it some food.” When it looked like the cat wasn’t going to make another grab for his tail, Barnes relaxed a little.

“You also smell alike now,” Loki added. “Or you should, anyways. You’re the same species. Somewhat.”

Barnes looked at the cat. The damn thing was nearly as big as he was. Had the same color eyes, too. Which was weird. 

“I guess it was in a lab…” Barnes said. 

“Indeed. Stands to reason that something might have been done to it.” Loki drained the last bit of tea from his mug and got up to wander into the kitchen. Barnes heard water pour and one of the tea leaf tins open. “Perhaps the spider-child will know more. After all, the cat came from the lab of one of his villains.”

That was a good thought. 

“Peter is pretty smart, too,” Barnes mused. Without thinking about it, he started petting the end of his tail, smoothing out the fur over and over. It was very soothing. “We need to get that kid a real lab.” The extra junk piled in his room wasn’t cutting it. 

“Don’t we have dinner with them tonight?” Loki said from the kitchen.

“Wait, what?” Barnes sat up straight, and then groaned. 

Dinner with Peter and his Aunt May had become a regular thing for Barnes. Recently, Loki had expressed some interest in going as well, much to Barnes’s shock. They were going to give that a try tonight.

“Noooo,” Barnes groaned.

The cat gave his metal arm a lick, almost like a consolation prize.

“It’ll be fine,” Loki said, walking back in with a full, steaming mug. “Just wear a hat.”

\--

How they were going to manage dinner was the least of their concerns, because it didn’t take long for Barnes to remember that cats that ate and drank would, at some point, need to also shit and piss. Wild cats in particular weren’t terribly interested in petty human social norms about where and how that should happen. 

Which was how Barnes ended up elbow deep in a bucket of vinegar water and scrubbing towels, while Loki sneered at him from around the corner.

“If you miss cleaning even a single spot, I will burn the stench out myself.” Loki’s face was twisted into an unpleasant grimace. The cat, of course, was ignoring them both. Barnes could hear it grooming itself on the sofa. In _his spot_.

“Shut up,” Barnes grumbled. He swished the dirty rag in the bucket, wrung it out, and then went back to scrubbing the wall. There wasn’t really a visible stain, but he could smell exactly where the cat had marked. 

“This is why we don’t have pets.”

“Don’t you turn into what most people think are pets?” Barnes sniped back.

“Yes, but I also know how to use a _toilet_.”

Barnes scrubbed some more. There wasn’t much to clean up. Not yet anyways. He had no illusions that if they didn’t fix this problem promptly, then there would be more such incidents. 

“It doesn’t smell _that_ bad,” Barnes said under his breath.

“Oh gods, but you are joking,” Loki said, obviously appalled. “It smells rank. Foul. More vile than a thousand hungover Asgardian warriors after battling sulfur demons, and _I know what that smells like from experience_ , Barnes!”

Barnes gave the wall a discreet sniff, feeling a little nonplussed. 

Alright, it wasn’t great smelling, but it wasn’t terrible. It smelled like the cat. 

It was actually more off putting that the smell was in _his_ lair than the stink in general was. Well, his and Loki’s lair. Penthouse. Whatever. 

That thought actually drew him up short. 

He closed his eyes and winced. Right. Because as a now-almost-cat himself, of course the smell wouldn’t bother him as much as it would Loki. 

“I’ll try to keep an eye on it, but---” Barnes sighed, feeling both frustrated and a little pained. 

“Yes?” Loki’s voice was dry as a bone.

“Just...let me know if you smell anything off,” was the best Barnes could come up with. 

After all. He couldn’t really say, _Let me know if the cat smell is too much, or if it’s the cat at all, or if it’s ME that smells because I won’t actually be able to tell_.

“Ah,” Loki said. That one syllable had a wealth of meaning. Enough that Barnes turned to take a look at him on the off chance that Loki’s expression might clue him in.

Loki just shook his head a little bit. “No, I know. Changing forms for the first time is...unsettling. I will be sure to bring anything of note to your attention.”

Barnes raised his eyebrows in surprise. 

Maybe he should have seen that coming. It was still kind of nice.

“Thanks,” he said, feeling a bit at a loss. He got back to scrubbing in an attempt to make the moment less weird. After a moment of silence, he asked, “What was that like?”

He was curious. Had been for a while now. There never seemed like a good time to ask about it, though.

Loki took a long, slow inhale. “Not as bad as it could have been, I suppose. Shapeshifting is very unusual among the Aesir, though less uncommon among the Vanir, my mother’s people. Mother knew how to ease me through the transition. Though there were...complications.” 

That last bit came off sounding rather bitter. From what Barnes knew about Loki’s childhood, no doubt ‘complications’ was putting it lightly. 

“It got better once I learned to control my forms. The possibilities for amusement greatly expanded, and if the ridicule increased too, well, it wasn’t anything that I was unfamiliar with.” 

Out of the corner of his eye, Barnes saw Loki shrug. 

Barnes worked in silence for a minute just in case Loki might continue. 

“How many forms do you have?” Barnes asked after another moment to consider his words.

“Many,” Loki replied easily. “More as I got older. And more...fluid, I suppose. I was able to manipulate my size, coloring, and shape more as I gained age and power.”

“Can you turn into a cat?” Barnes asked. 

“I’ve never tried to.” Loki sounded almost speculative. “The lady Freyja was particularly fond of them. While she was a goddess of love and fertility, she was also a goddess of death and war. I never quite got around to testing her patience. Although, given enough time I’m sure I would have.”

“She dead?” Barnes asked. The wall smelled fine now. Like nothing but white vinegar, which was pungent but at least it only reminded Barnes of pickles rather than cat. 

“Hm?”

“Was. You said she _was_. Did she die?”

“I have no idea, actually,” Loki said musingly. “Stands to reason she’s still alive. I don’t think of them much, those in Asgard or in Vanaheim.”

Barnes didn’t think that was quite true. Both he and Loki were prone to long bouts of brooding. It was one of the reasons they watched so much bad TV. It was a good distraction. 

No, it seemed more likely that Loki just didn’t want to think about them much. 

“So no cats then,” Barnes said, changing the subject to hopefully steadier ground. It wasn’t at all because he was curious about what Loki would look like as a cat.

“Not that I’m aware, though perhaps I should attempt it. It’s unlikely I could make anyone hate me more than they already do, after all. My first forms were that of a salmon, a horse, a fly, and a snake. Of course I have my female form, too. Now that I have fully come into my powers, I don’t think there is much I could _not_ change into.”

Barnes gave the wall a sniff.

Not bad.

He nodded, dumped the cloth in the bucket, and took it to the kitchen to drain. 

“You got some of the vinegar solution on your tail,” Loki said quietly. His lips just barely tugged into a smirk.

“Mother fucker,” Barnes said under his breath. 

That fucking tail. 

It swished back and forth. The movement was a product of his agitation, but that only annoyed him more. He couldn’t get the damn thing to stay still. 

Barnes fought the urge to twist around and make a grab for it.

_I will not chase my own tail. I will not chase my own tail. I will not chase my own tail…_

He grit his teeth and forced his body back to calmness. Then he felt along his backside, finding where the tail came up out of his pants. It was easy enough to run his hand down the length and hold up the poofy end, which was, sure enough, wet and stinking of vinegar. 

Barnes sighed, shoved his tail under the kitchen faucet, and gently scrubbed it clean. It was absolutely not important how nice it felt to have his tail rubbed, even if it was only for grooming. 

Fuck. This sucked. 

He stood in front of the sink and rubbed his eyes. 

“I’ve ordered some cat products,” Loki said from the kitchen doorway. He was leaning there, idly poking at his phone.

A small pool of dread filled Barnes’s stomach.

“Cat products,” he said flatly.

“You know. Litter box. Food. Toys.” Loki cast a very small, very sly look at Barnes. 

That was all that Barnes needed to know that Loki was going to fuck with him. He groaned.

“I hate you,” Barnes said.

“What! Why? I haven’t even done anything!” Loki looked at him with wide eyed innocence. 

“Yet,” Barnes said, resigned to his fate. 

He’d just have to think of something suitably annoying as retaliation. Maybe cat hair on all of Loki’s suits. 

“The order should be here soon, anyways. I paid for extra prompt delivery.”

Yup, there was definitely something up. Loki had that gleam in his eyes. 

The snow leopard wandered in and rubbed up against Barnes’s leg, grumbling happily.

“It’s awfully friendly now that you’ve become one of its people,” Loki observed. 

“Shut up, you ass.” Barnes wanted to claw down his face. He grit his teeth instead.

“Cats do that, you know. They mark those who belong to them. So. Congratulations? You’ve been adopted.”

Barnes glared at him, but Loki just looked amused. 

“The litter box and various accessories should be here within the hour,” Loki said, pocketing his phone. 

What Loki didn’t tell him was just how much he ordered. 

Box after box of cat goodies were dropped off at the front desk. So much so that Barnes really started to wonder just what the hell Loki had binge shopped up. It took both of them to get all the boxes up to the lair, and they still had to have one of the building security folks help them. 

Once everything was moved into the living room, Barnes promptly began working on getting a litter box set up. For lack of a better place, he just set it up in the corner of his bedroom. It was a temporary solution. They’d figure out something better later.

_Or we could just get rid of the damn cat_ , Barnes thought to himself. 

It was funny how that thought was difficult to keep in mind. The snow leopard looked interested in their activity, but then completely lost interest in them the moment it saw a large empty box. Apparently, sitting in said empty box was far more amusing than anything Barnes or Loki could possibly be doing. 

In defense of the snow leopard, Barnes could see how it might like such a small, enclosed space. It was like a sniper nest. Almost. Those were always nice to sit in. 

The box had terrible sight lines, though. He could fix that later. Maybe put the box up on a sturdy table or something. In a corner. The snow leopard would probably appreciate that.

Barnes just hoped that the cat would just instinctively know what the litter box was for. Cats did that, right? They just...knew.

His preoccupation didn’t stop him from noticing that a couple of the boxes disappeared while he was moving in and out of the living room.

_Something_ was up. Barnes could feel it in his bones. 

Whatever Loki had planned apparently could wait, because the missing boxes didn’t reappear before they had to leave to meet up with Peter and May.

By the time dinner rolled around, Bucky was absolutely thrilled to get on with the whole affair. Yes, they’d have to go talk with May over the meal, but that wasn’t really a hardship. May Parker was extremely kind and genuinely easy to get along with. 

It also meant that they could talk to Peter about the current situation. Barnes was very eager to see if he had any insight. 

Hiding his cat features was easier than Barnes anticipated. At least, in the short term. Since Loki was joining them for dinner, he just cast an illusion on Barnes so that he looked normal.

Barnes wore his hoodie anyways, just in case. Loki’s illusions were useful, but would disappear if anything brushed up against his tail or ears. So a solid back up plan would be prudent. The tail he could just shove down his pant leg. Uncomfortable, but at least a workable solution. The ears were an issue, though. A hoodie would have to do. 

His eyes and teeth...he had no solutions for. Contacts, in the long term, would help for the eyes. Barnes hated contacts. The teeth were a problem. He’d just have to not smile. 

Not like he smiled much anyways. 

This was going to be incredibly awkward when he saw Steve next. 

_Goddamnit_.

\--


	2. Chapter 2

Peter was a little bit excited for dinner. Not a lot. Just a little. Kind of. 

Alright, he was _really, really excited_. 

He just had a team up with the Winter Soldier and Loki, God of Mischief, and it was _awesome_. Between the three of them, they’d taken care of everything! Doc Connors was safely locked up again and getting treatment for his condition, all the robots were disposed of, and, best of all, no civilians got hurt!

So there was a little property damage. No big deal. That old warehouse was in need of repair anyways, and honestly, it was going to need renovations anyways after what Doc Connors did to it. 

Knowing that tonight was the night that Aunt May was going to finally meet Loki was...less exciting. 

It would be fine.

Probably.

...Most likely.

Peter refused to think about all the possibilities of what could go wrong. Knowing Loki, even if something _did_ go wrong, Peter probably wouldn’t be able to anticipate it anyways. 

But...also knowing Loki, if something did go wrong, it probably wouldn’t be that bad. Possibly a little dangerous. No doubt annoying. Potentially embarrassing. 

Over the past few months, Peter had started to think that he was seeing a different Loki than the one who attacked New York. Maybe this was the Loki before all that happened, the one who was the Prince of Asgard, beloved brother to Thor. 

Peter still didn’t have all the information about what happened to change that. Loki didn’t like to talk about any of it, and when it did come up it was very brief and extremely bitter. From what little Barnes was willing to say on the subject, it seemed that he didn’t hold any of it against Loki. Barnes was messed up, sure, but so was Loki. The two of them were a weirdly compatible kind of messed up. 

It was kind of nice.

Peter was a superhero because he had the capability to be so, and thus he had the responsibility to help where he could. That was what he really wanted to do. To _help_. It was strangely satisfying to see Loki and Barnes together, even if they were just throwing trail mix at each other while lounging on a roof eating lunch with Peter. 

He thought that maybe people got too caught up in the punching and the fighting when they thought about superheroes, and missed the _helping_ bit. Seeing Loki and Barnes relax and...just be regular people made Peter think that that was the best possible outcome. It felt like helping.

So even though Peter was pretty sure that some people might think that he should be beating Loki up and tossing him at the Avengers, that didn’t feel like the right thing here. 

That was part of why he wasn’t too worried about Loki meeting Aunt May. For whatever reason, he didn’t think that Loki would hurt her. 

Piss her off, maybe. Play an obnoxious joke, unfortunately likely. But _hurt_? Nah. 

Besides, Barnes would punch him. Or, like, make him eat chili dogs for a week, which Loki would _hate_. 

So it was with reasonably positive expectations that Peter answered the door that night to invite Barnes and Loki in.

He did not expect Loki to be a woman. 

Like, it was still clearly _him_. Or her? There were a lot of similarities in facial structure. Same eyes and cheek bones. But Loki was clearly a woman now. She had a softer line on the nose and jaw. Hair was the same, dark, straight, and sweeping down just past her shoulders. Still tall and slim, though way curvier.

Peter had expected some kind of illusion disguise, give that Loki was still kind of a war criminal, and a particularly well known one in New York, but this wasn’t quite what he expected. 

“Uh. Hi.” Peter stood at the door and attempted to kick his brain into full gear. It was going shockingly slow right that second. 

“Hey, kid,” Barnes said with a little nod. There was a short pause while he looked at Peter and Peter looked at Loki. He raised his eyebrows. “You gonna let us in?”

“Oh! Oh, yeah, right. Of course, sure, come on in.” Peter scrambled away from the door and waved them in.

They had a couple of bakery boxes with them. By now it was tradition that Aunt May did the main cooking and Barnes would bring something breadish along with to supplement it. Sometimes it was rolls or fresh bread. Oftentimes it was some kind of dessert. It was always a lot of food, triple portions. Maybe because he knew how much Peter ate, and any leftovers would go straight to Peter’s midnight snack stash. 

Peter did not drool over what could be in the boxes. He did not. Maybe just...surreptitiously sniffed. 

Smelled lemony. 

Yum.

“Aunt May, James is here!” Peter called out, shutting the door behind them. 

Barnes already knew where to go. They always ate dinner in the small dining area next to the kitchen. Loki followed behind Barnes, looking over the little apartment with interest. She had on a grey suit, this one well tailored to her feminine body. 

Peter absolutely did not look at how well tailored it was. This was _Loki_. Loki who was, like, a million years old. And creepy. And _Loki_. 

“Oh hi!” Aunt May called from the kitchen. “I’ll be out in a minute, the chicken is almost done!”

“Thanks,” Barnes said, just loud enough to carry to the kitchen. “We brought Lemon Meringue and some fresh date bread.”

Aunt May made appreciative noises from the other room. 

Loki and Peter both took seats at the table while Barnes wandered around and looked for bugs. He always did that. Peter just ignored it now. 

No, looking at Loki was more interesting. 

Was it an illusion? That seemed really likely. Loki did all kinds of illusions. He and Peter had even figured out how to attach illusion spells to Peter’s web blasts. That made more than one fight a heck of a lot easier. And funnier. 

But Peter remembered Barnes saying that Loki was a shape shifter, too. Norse mythology said the same thing. He couldn’t remember if the turning-into-a-woman thing was part of that. Maybe? Didn’t Loki turn into an old woman when...someone, was trying to get people to cry for Baldr? 

He couldn’t quite recall. Ancient myths, while cool, weren’t actually his specialty. If it could be said that a teenager had a specialty at all. 

Loki just looked at him, one very well manicured eyebrow raised. 

“Yes, spider-child?” Loki asked very quietly. Her tone wasn’t quite icy, but there was a hint of something wicked there. There was a very, very faint shimmer on Peter’s spider sense. 

But for the life of him, Peter had never figured out when to keep his mouth shut.

He looked nervously around the room before settling his gaze back onto Loki, then he leaned in and whispered, “Is that...is that you? Or is it---”

He waggled his fingers, trying to put across the idea of magic. 

That faint tremor in Peter’s spider sense didn’t go away. Maybe this was rude. He was probably being rude. Shit.

“Which is fine! If it is! Either. Both? Both. That’s great. I mean, I’ve got nothing against---there’s nothing wrong with that,” Peter backpedaled. “I know lots of folks in school who are both. Or neither. Or, like, switched?” This wasn’t going well, and Peter thought he might just be digging himself deeper into a hole. “I’m just, you know, curious.” He held up his hands in the universal ‘don’t taze me bro’ hand sign, which mostly just meant holding up his hands in surrender.

That must have worked, because the faint tingling went away and Loki’s expression gained a little more of his...her usual dry amusement. 

“It is me, spider-child. One of my many forms. It seemed prudent to not show my more recognizable one to your aunt.” Then she half shrugged. “It’s nice to change now and again as well.”

Peter nodded as he mulled that over in his head. 

“That, however---” Loki pointed at Barnes, who was now sitting down at the table to Peter’s other side “---is an illusion.”

“Wait, what?” Now Peter was extremely confused. Barnes looked totally normal.

Loki waved a hand at Barnes. Green light flickered over him for a moment, showing off…

Cat ears.

Barnes had white-with-black-spots cat ears. Sticking up out of his head. And his eyes were weirdly teal. 

“Huh?” Peter gaped. 

Barnes just looked incredibly tired. The cat ears drooped a little. 

“ _Huh?!_ ” Peter repeated. 

“Dinner is served!” Aunt May said.

Quick as a flash, Loki waved her fingers again and Barnes was back to looking like a regular ex-assassin cyborg. Which was to say, he looked like a tired vet with an oversized hoodie who liked to wear a glove on his left hand.

Aunt May set a large tray of her chicken cordon bleu in the center of the table and sat down across from Peter. 

“Hi,” she said, smiling broadly at Loki. “I’m May Parker. Are you Loki, James’s roommate?” 

Loki took the hand that Aunt May offered and shook it, smiling warmly right back at her. Peter could tell it was a fake smile, but only barely. Probably May wouldn’t pick up on it. 

“So nice to meet you,” Loki said smoothly. “Thank you for having me over for dinner. I’m afraid I don’t get out much, so it was a very welcome invitation.”

“Oh, it’s no trouble.” Aunt May waved a hand at her. “James has been a charmer, and he’s talked about you from time to time.”

“Oh really?” Loki looked worryingly interested.

“All good things. Or at least, mostly good things.” She snickered and poured Loki some lemonade. “Seems you’re quite the trickster.” The look she gave him was knowing.

That only made Loki smile even wider. “From time to time. It’s good for him.”

Peter didn’t need to feel the thump to know that Barnes had just kicked Loki in the leg. The glare that went with it was more obvious. 

“Dick,” Barnes grumbled. 

Aunt May snickered, and proceeded to start to serve herself up some of the chicken. “Dig in, folks, while the food is still warm.”

The next few minutes were filled with dishes being passed around and glasses being filled. There were a bunch of side dishes. Corn, rice, and some roasted carrots glazed in honey, just how Peter liked them. May was a great cook, though she didn’t often pull out all the stops like this.

She worked a lot. There was some life insurance left over from when Uncle Ben died, but he went too young to get a pension pay out. Aunt May herself was still years from retirement herself, barely looking old enough to be Peter’s guardian. Mary and Richard, Peter’s parents, had been older by several years. It meant so much to Peter that May and Ben had taken him in and treated him like their own. They were good people, and he loved them more than anyone else in the world. 

It was still kind of weird to see his Aunt May passing a slice of bread to Loki, God of Mischief and Chaos. Cognitive dissonance. That’s what this feeling was called, Peter was sure of it. 

As that thought was spinning in Peter’s head, somewhere in the back of his mind he was still trying to figure out what the heck was going on with Barnes. Cat ears?! Really? For the life of him, he could not figure out how that happened. 

A thousand different scenarios crashed through his head. Was there an accident? Was Hydra involved? Barnes certainly did have a lot of history with them. Was it something Loki did, like, as a prank?

Finally, he couldn’t take it any more.

“So. Uh. James. Everything going okay?” Peter tried to sound casual. From the unimpressed looks that Barnes and Loki were giving him and the raised eyebrow Aunt May had, he was failing. 

Barnes sighed. “There were some issues. Last night.”

Oh snap, something must have happened at Doc Connors’ lab. Connors often experimented with animal mutations, though Peter thought that Connors focused only on lizard adaptions. Regenerating limbs was kind of Conners’ _thing_. A worthwhile goal, yeah, but his finished results really needed some polishing. Especially considering that they turned him into a giant lizard man. He did get his arm back, though. So. Kind of like progress. 

“It was stupid,” Barnes said, shaking his head. He poked at his food. Peter did not hesitate to shovel his own in his mouth while he listened. It was really tasty. “A cat bit me. While we were out.”

Peter blinked. 

“A cat? How awful.” Aunt May shook her head and took a bite of her chicken. It was all crispy and breaded, browned just right. The inside oozed with cheese and there was ham layered in. Peter was absolutely going to have seconds.

“The poor thing looked to be on its last legs,” Loki added with a smirk. She was just picking at her food. That, too, was normal. Peter had been hanging out with them long enough that he’d figured out that Loki ate like a bird, picking a little bit at a time. He wondered if it was for the same reasons that Barnes only picked at his food.

Maybe Loki was just one of those people who only liked to nibble. 

Peter couldn’t relate. 

_Wait, bit by a cat?_ Peter tried to think that through. If they were at Doc Connors’ lab last night, then the cat must have been an experiment.

He froze mid bite. 

_Holy crap, Bucky Barnes got bit by a radioactive cat._

There was something unbelievably hilarious about that. Peter could sympathize, he really could. His whole spider-powers thing started with a bite, after all. But this. This was ridiculous. 

Bucky Barnes. Cat man. The Winter Puma. Kitty with a laser pointed sniper rifle. 

Buckitty. 

Peter started coughing, trying not to choke on his food from laughter. If he choked, not only would he die from lack of air, but Barnes would kill him for laughing at him. 

“Peter, honey, eat your food, don’t breathe it.” Aunt May looked a little worried.

After a little more coughing, Peter managed to swallow the bite he was working on. He cleared his throat again a few times for good measure and drank some lemonade. 

He was getting weird looks. He probably deserved weird looks. 

He _really, really wanted_ to give Barnes some weird looks too, but that might be too obvious. It was increasingly more difficult to not think of better names for Barnes. 

Sgt. Whiskers. 

Did he have whiskers? Didn’t seem like he did, but maybe Peter missed them in the brief look he got.

Peter shook his head. This was serious. He should be thinking about this seriously. After all, more than once he’d had a nightmare about suddenly developing spider features. Multiple arms. Fangs. 

Did Barnes have fangs, too? And what else did he get? When Doc Connors was off his meds and stuck in his lizard form, he got a lot of additional physical abilities. Strength. Speed. Regeneration. 

But Barnes already had the super soldier serum, or a nazi version of it anyways. It stood to reason that he already had those enhancements. Plus, there was the possibility that whatever additional abilities Barnes got had absolutely nothing to do with cats. Peter had his spider sense, after all, and after extensive research he’d discovered that actual spiders don’t have any kind of danger sense. They just have a lot of eyes. Lots and lots of eyes. 

Another feature that Peter was thrilled he didn’t end up with. 

“Did you get it looked at by a doctor?” Aunt May asked. She was still giving Peter the side-eye, but at least she was trying to pull the conversation back to the matter at hand.

Just thinking about Barnes visiting a doctor made Peter blanch. Yeah. That would go over well. 

Barnes shook his head. “The bite wasn’t bad. I cleaned it up and figured it would be fine. But, uh...I might have to have someone look at it.” 

He looked like he would much rather be eating glass.

“You should,” Aunt May said between bites. “Animals have very filthy mouths. You might have caught something. Best to go in and get a shot.” Sympathy entered her features. “You know, if you don’t have a regular doctor, there are walk in clinics that would check you out. The VA might be able to help too.”

For whatever reason, Loki looked nearly on the verge of cracking up. Probably from the thought of Barnes heading to the VA. 

“Did the cat get away?” Peter asked. He glanced nervously around. This was weird, trying to talk around what he couldn’t _quite_ say in front of his aunt.

“We took the cat home,” Loki said. There was that amusement again. Why it might be so funny, Peter could only guess. “The poor thing looked so thin. James insisted that we give it a warm place to stay, if only for a few nights.”

Something was off about this. Barnes was glaring at Loki. 

Aunt May looked surreptitiously at Peter and raised an eyebrow. Peter just shrugged a little and shook his head. He had no idea why this was an issue. 

Unless there was something special about the cat. That thought was worth investigating. Maybe they’d let Peter come see. He’d never been to their place before. Barnes kept calling it ‘the lair’, but from the way both he and Loki talked about it, it sounded just like a fancy apartment. 

With an armory. And some kind of ritual spellcasting room. And a training room.

Maybe they did have a crazy supervillain lair somewhere.

He yanked his mind back to the conversation.

“You have the cat. That’s good.” Peter glanced at Aunt May. “I mean, in case it has something. Like rabies? It could have rabies. And then you can treat the cat, as you’re treating you!”

He couldn’t picture Barnes with rabies. Then he thought of the leaked footage of the Winter Soldier in Washington DC and tried to picture that but with foam coming from the mouth. 

“Can you even get rabies?” Peter asked quietly. Barnes was a super soldier, after all. He should be, like, immune to everything. In theory.

“Yes, people can get rabies,” Aunt May said dryly. “All the more reason to go get the bite checked out. If you can’t find a doctor, or don’t want to go into a clinic, I’ve got a nurse friend who might be able to help.”

“Thank you, May, but I’ll figure something out.” Barnes gave her a small smile. He looked tired. 

He looked tired a lot. Less so than when Peter first met him, though.

Aunt May just nodded at him. 

Then she turned to Loki. “James never said, what is it that you do?”

Again, Peter almost choked. This time he got it under control before it could turn into a coughing fit. Did ‘Destroying New York’ count as an occupation? Maybe ‘Trolling the Avengers’. That seemed to be a favored past time at least. 

“Research mostly, at the moment,” Loki said smoothly. “I was once more active in my father’s business, but alas. There was a falling out.”

Peter tried to cover his expression by taking a big gulp of lemonade. Falling out. Yeah. Yeaaaaaaah.

“I’m so sorry to hear that,” Aunt May said sympathetically. “It’s so difficult to deal with a parent you don’t see eye to eye on.”

Didn’t Odin only have one eye? Did that mean that the real Loki’s dad only had one eye? 

Maybe so, because if anything Loki only looked more amused. “Indeed. He and I never truly saw each other for what we were. Now that the lies and secrets are out in the open…” Loki’s gaze drifted off to stare into the nothing over Barnes shoulder, and she clenched her jaw. “I was never what he wanted me to be, and I never will be.”

The solemn truth to that statement was palpable. There was a history there, and even though it was clear to Peter that Loki wasn’t telling the whole truth, that statement there still rang with sincerity. 

Aunt May put a hand on Loki’s on the table, something which made Loki startle ever so slightly. She looked at Aunt May in puzzlement.

“I’m sorry you had a hard time,” Aunt May said quietly. “Whatever happened with him, you’ve got better friends now. You know what they say, friends are the family you choose.” She gave Loki’s hand a squeeze and smiled entreatingly at her. “Whoever you are, you can be that here. No judgements from us.”

Loki looked very much like someone had slapped her in the back of the head and then ran off. She had her mouth open and brows furrowed, as if she couldn’t quite come up with something to say. 

It passed quickly, and Loki’s face went back to the polite mask of pleasant acceptance. 

Aunt May let the moment pass, let go of Loki’s hand, and went back to eating. 

“You should tell me which pronouns you prefer, though,” Aunt May added casually. “James here calls you he/him all the time, but I don’t want to assume.”

Peter sputtered. 

“What?” Aunt May looked at Peter with mild reproach. “I thought all you kids knew about different genders.”

“No, no, that’s fine, I’m just---” Peter struggled with the right words. It was just that he knew Loki, and Loki was definitely a He. 

Peter paused.

Loki was definitely a He, until he wasn’t. Aunt May was right, there wasn’t anything wrong with that. 

Was this the reason why Loki became a supervillain? Was Odin a bigot? 

Thor would know. Peter should ask next time he saw him. 

Oh god, what if Thor picked on Loki when he was in school. Did Asgardians go to school? Probably. Surely. Everyone went to some kind of school. 

“Sometimes I’m female, and sometimes I’m male,” Loki explained smoothly. 

“Gender fluid?” Peter piped in. “That’s what we call it in school.”

“That seems an apt description,” Loki said. “For now, she/her pronouns are fine. When I switch gender, I tend to be obvious about it. Although mix ups don’t bother me.” She shrugged. “I’m used to it.”

“Have you considered trying out theater? Or fashion? You have wonderful taste.” Aunt May eyed Loki’s suit appreciatively.

“Thank you.” Loki smiled at her. “This one---” she pointed at Barnes “---thinks that a good outfit is any ensemble that is still in one piece. Or mostly in one piece.”

Barnes just casually flipped Loki off and kept slowly picking at his food. Aunt May and Peter both snickered. 

“I try to help him, but…” Loki trailed off and sighed dramatically. 

Aunt May’s eyes crinkled with a smile as she sipped her drink. “Oh, cut him a break.”

“I dress fine,” Barnes grumbled. He hadn’t finished more than half of his meal, but he was already eyeing the lemon meringue pie. 

“Can I come over to meet your cat?” Peter asked. “For. You know. Totally friend reasons. Because cats are great? And are fun to pet and play with? Not that I’m a biologist or anything, that would be crazy, haha..ha…”

He shoveled some more food in his mouth to make the awkward moment pass faster.

Loki’s eyes narrowed at Peter and Barnes looked pained. 

“Give the poor thing a chance to settle in, Peter. Cat’s like to have a day or two to feel out their new home before new people come bursting in.” Aunt May gave him a stern look. It wasn’t a _real_ stern look; Peter knew what those were like. This was more Aunt May’s nice-stern look. He knew he had some wiggle room.

“No, it’s fine.” Barnes shook his head at her. “I was hoping Peter might come to take a look at my arm anyways. He can meet the cat at the same time.”

That made Loki’s narrow eyed gaze switch to Barnes, but after a moment she nodded. “Alright. You can get a ride with us when we leave. I’ll be sure to get you home safe.”

The smile on Loki’s face made Peter swallow hard. That meant teleporting. Not his most favorite form of travel. 

“Assuming that’s alright with you, May.” Loki leveled a very charming smile on Aunt May.

“That’s fine with me. Just remember you have school tomorrow. Don’t be out too late.”

“Sure thing, Aunt May,” Peter said quickly. “I’ll need to grab a couple tools from my room, but then I’ll be ready to go.”

This would work out just fine. If Barnes’s arm really did need a tune up, Peter could do that easy enough at their lair, and this was a great excuse to slip some other testing equipment into his bag for the cat. 

Peter wondered what kind it was. Barnes had white and black ears, so maybe some kind of fluffy fancy cat. Like a Persian or something. They were kinda white and black? Maybe? He couldn’t really remember.

Either way, the thought of Loki owning a floofy house cat was hilarious, and totally made Peter think of Bond villains. 

\--

IT WAS NOT A FLOOFY HOUSE CAT.

"Eeeeek!" Peter skittered across the ceiling of Loki and Barnes's bizarrely normal looking living room, away from the giant freaking exotic cat that was trying to swat at him.

"Down, kitty! Bad, bad kitty! Stop!" Peter was torn between trying to sound soothing and trying not to get mauled.

"Climbing the ceiling probably isn't helping," Loki said calmly as she wandered into the kitchen. There were faint sounds of water running and glasses clinking together. That didn't seem anywhere near as important as avoiding the claws coming worryingly close to Peter's tender person.

Loki had discreetly teleported the three of them here after dinner. 

The moment they showed up, Peter barely had a moment to shake off the sense of vertigo that Loki's teleports always left him with before his spider sense was screaming at him. A quick jump got him away from the initial assault, but now Peter was left trying to dodge more love taps.

Wow, that cat could jump. The claws dug straight into the ceiling drywall.

"I am sure that is fixable," Peter said earnestly at Barnes, in between dodges. 

Barnes's tail swished back and forth, but his face didn't give away much. 

Barnes had a _tail_.

"Oh wow." That certainly was a very fluffy tail.

The giant cat took Peter’s distraction as an invitation to swipe at him again. 

_Spider sense is the best power ever_ , Peter thought as he once again barely dodged out of the way.

Finally done with this business, Peter shot some web at the cat. The first blast got its front legs, the second its back legs, and the third wrapped them all together. It made the most hilarious confused noise and dropped to the side, too stunned even to squirm. 

That lasted all of about two seconds, and then the cat was yowling again, thrashing around, and snapping its teeth.

Just to be on the safe side, Peter aimed some web for its mouth; a less concentrated blast this time. It would be thin enough that the cat could breathe through, but strong enough to keep Peter from getting bit. Or Barnes and Loki, but from the looks of things, the cat really only had hate saved up for him.

Barnes knelt next to the cat. His tail twitched around in agitation, but the rest of Barnes looked cool as could be. No whiskers at all, now that Peter got a good look at him. Bummer. Well, probably not a bummer from Barnes point of view. 

“Shhhh,” Barnes said quietly, and dug his metal fingers into the scruff of the cat’s neck. Either this tactic worked or the cat had figured out that it was stuck, because the amount of thrashing drastically decreased. 

Peter dropped from the ceiling and started digging through his bag. He fished out a syringe and some small vials. 

“I’m gonna take a couple blood samples. There’s some equipment at home I can use to test it. That doesn’t work, I’ll try the stuff at school. I’ve got some of Doc Connors’ research notes at home, so I’m hoping that will give me a headstart on whatever is going on with, err---” Peter paused to take a closer look at the cat’s nether regions. “Her? I think her. There’s a lot of fur.” He shook his head. “Not that it matters.” Then he frowned. “It might matter, actually…”

Hormone levels and various biological compounds started floating through his brain. Before Peter could get properly distracted by that, Barnes interrupted his flow of thought.

“That’s fine. Just text me with whatever progress you make,” Barnes said, his voice sounding more than a little resigned. 

Peter got to work setting up the blood draw. This wasn’t exactly his specialty, but he’d done it enough times on himself that it was second nature now. A little weird with all the fur, but he’d manage. 

It was both unsettling and helpful that he found a few patches where the fur had been shaved. Obviously previous injection sites. 

“The spider that bit me, the one that gave me my powers, was genetically engineered,” Peter said absently while he worked. “It wasn’t anything else first; it was a brand new thing from the start. Based on what I know about Connors’ research and how this little lady looks, thisssss…” He switched out the vials, and started the second one filling. “Looooooks like it started as a natural, normal cat…” Peter paused to blink at it. “Snow leopard, maybe? They’ve got really plush tails like that. Does she have a name? You should name her if you’re going to keep her. Anyways. It probably started as one thing and then was altered.”

“This is important?” Barnes asked. His hand was still in the cat’s fur right at the neck and ears, rubbing soothingly.

“Very,” Peter said seriously. “It could change the permanency of what you’ve contracted from it. The venom of the spider that bit me didn’t degenerate in any way, it was a stable compound. Whatever this cat spread to you might degrade over time. Or it might not. Or it could just kill you.” He winced awkwardly. “That’s usually how this stuff goes.”

“We saw the rest of the animal bodies,” Loki said, startling Peter out of his train of thought. She had a steaming mug of something in her hand and was leaning against the wall near the entrance to the living room. 

Which, again, was such a weirdly normal room that it was tripping Peter out. Nice thick rug on the floor, dark green of course. Plants along the wall of windows to one side. Two distinct groups of plants, actually, with a vast distance between them. It practically screamed _his and hers_. There was a flat screen tv on the far wall, and several shelves of DVDs. Nothing really in the way of art, though.

It was so… _domestic_. 

Peter wasn’t sure what he was expecting. Once he thought about it, this made perfect sense. Now that he wasn’t being mauled by an exotic cat, he had time to take in the details. 

“Tell me,” Peter said with a nod to Loki. 

As Loki filled him in on the circumstances of the lab that they found the cat in, Peter continued taking samples, pictures, and measurements. More information was better in this case, especially since house pets weren’t exactly his forte. There was enough to do that silence eventually lapsed in the conversation. Pseudo-silence anyways; Peter had a habit of muttering to himself as he worked. 

Once he was finally done with the cat, he gave Barnes a look. This was...probably going to suck.

“You need my blood,” Barnes said, sounding resigned.

“Yeah.” Peter held up a fresh syringe. 

Barnes let out a slow breath. It was obvious the guy had some issues. Who wouldn’t, after all the crap he’d been through. Usually Peter got around them nicely, just by being himself; a noisy, skinny, dorky teenager who tried to be very, very polite. 

That might not help him once blood started flowing. 

“Would you even...would it even help?” Barnes finally asked. He was looking up at the ceiling off behind Peter somewhere. Avoiding Peter’s eyes, maybe. “I’m not really human anymore. Even before this.” He waved a few fingers at his ears. 

Peter nodded his head back and forth as he considered it. “I mean, sure, there’s gonna be some differences. Not gonna lie, it might be totally useless. But it could also help be trace which compounds transferred between you. If any, though I think something must have since Doc Connors isn’t really into the whole magic thing.”

“Just having a sample of his blood could get you killed, spider-child,” Loki said solemnly. 

“Lotta people want me, for a whole lot of reasons,” Barnes added.

Peter flapped a hand at them and rolled his eyes. “Pffft. Lots of people want my blood, too. You don’t see me handing it out.”

Barnes and Loki shared a glance. Some kind of understanding passed between them, though Peter had no idea what. It was a scary understanding, though. Peter was suitably impressed. That was the kind of foreboding not-talking look that he’d never been able to pull off. 

Funny enough, he didn’t really feel like the scariness was directed at him.

“You can have some blood, but you return everything once you’re done,” Barnes said, turning to him. “I want to destroy it personally. Just to be sure.”

“No prob, boss man. Gimmie.” Peter made grabby hands at his flesh arm.

He took only two vials. Not very much, all things considered. He could come back for more if he needed to. He also got some pictures of Barnes eyes and claws. The teeth, ears, and tail seemed pretty straightforward, and Barnes insisted that nothing else had changed. When he said that, Loki just gave Barnes look that was one part sceptical and two parts amused. Peter refused to think further on it. 

“I’ll teleport you home,” Loki said once he was done.

“No need. I can find my way home.” Peter pointed outside the window, towards the skyline. 

“I do not need Spiderman seen climbing out of my balcony,” Loki huffed. She set down her mug and then disappeared in a green flash, only to appear right behind where Peter was standing.

Peter did not screech in alarm, even with his spider sense warning him of the movement. That was just a door squeaking. Obviously.

“You do that on purpose!” Peter pointed an accusing finger at Loki.

She just smirked. “Of course I do. Now come along.”

Really, he should be used to it by now. 

\--

By the time Loki had gotten back, Barnes had cut the cat free and had mostly calmed her down. Turns out a few pounds of ground beef went a long way. The cat slinked back to Barnes’s bedroom, obviously still feeling pissed off but no longer looking like she was going to climb up the walls.

Walls which they would have to have fixed. Much like the ceiling, now. 

Barnes sighed. 

As soon as she returned, Loki had promptly retreated into her room. Probably to put on some more comfortable clothes. Barnes went to go make some popcorn. Microwave caramel corn for himself and plain salt and butter for Loki. The kettle was put on for hot drinks, and Barnes found himself looking forward to sinking into the couch and watching something terrible on TV.

His hopes were dashed when Loki came out with one of the shipping boxes in hand and a gleeful sparkle in his eye. From the looks of things, he’d slipped into his male form again as well as some loose sleeping clothes. It wasn’t a matched set, neither of them really wore such things. Loki just had on a pair of dark grey flannel pants and a very large, very soft looking light grey long sleeved shirt. 

“Shit, I should have thought of that,” Barnes said, his eyes flicking down to the clothes. His tail was really starting to chafe uncomfortably against the back of his jeans. 

“There’s still time,” Loki said, still bubbling an ominous type of excitement. “Go. I’ll get the drinks ready.”

Barnes squinted at him suspiciously, but eventually gave up. It was too much work to be sceptical. Whatever Loki was up to, all he could do was roll with it. And it was TV time anyways. Time to be comfortable on the couch.

There was a time where Barnes couldn’t do that. Couldn’t take off his regular clothes and pile of edged weapons. The need to be constantly ready to go, to attack, run, or defend as needed, was too damn strong. That has eased up a little bit over the past few months. Having a regular, safe place to stay was a big part of that. The other half of that equation was that he knew that Loki had warded the _fuck_ out of this place. It would take a fuckton of effort to get in here, and there were plenty of warning signs before it came to that.

Sometimes, depending on mood, Barnes still couldn’t be that relaxed. Loki, either. There were nights were both of them sat up, fully dressed, fully armed. Waiting for nothing to happen. 

Now they both had nights were that didn’t happen either, and that was as pleasant as it was shocking. For both of them, probably. 

So it was with minimal resistance that he made his way back to his room and pulled on his own set of comfortable clothes; a clean, dark blue long sleeved shirt, as soft as a cloud, and some thick, soft pants. Some kind of flannel cotton blend. 

For a minute or two he puzzled over what to do about his tail. It was in such an awkward spot. Just barely too low to let it out of his pants comfortably. 

He did try. It looked awful. Obscene, the way the waistband of his pants stretched down his ass, just to get the tail out. He noted with some dismay that the white and black spotted fur trailed from his tail up his lower back before tapering off back into bare skin. 

Loki’s words about a self-administered ‘test run’ floated through his head. Barnes found himself hoping that this was just a temporary issue. Maybe Steve wouldn’t have to know at all.

Yeah. Right. Because Barnes had the greatest kind of luck with this shit.

He sighed. Then he very, very carefully ripped a small hole in his pants to stick his tail through. It was ridiculously awkward to thread it through, but he got it done in the end. The whole event had him feeling just prickly enough that he kept on most of his weapons. 

Throughout the whole changing clothes affair, the snow leopard very studiously ignored him from her place on his bed. She wasn’t asleep. He could tell. She was ignoring him on purpose. 

Whatever. 

Barnes made his way back to the living room, feeling like his day had already been five years long.

He was greeted with a wide array of cat toys spread out over the coffee table in front of their sofa. 

“Are you fucking kidding me,” Barnes said flatly. 

“Not even a little,” Loki said, grinning. He was curled up on his end of the couch. One hand was filled with a steaming mug of tea and the other had a long plastic wand with a pheasant feather on the end of it. 

Loki swished the feather wand at him. A tiny bell attached to the feather rang.

“I fucking hate you.” Barnes collapsed into his side of the couch and sank down into the cushions. Then he saw that hot chocolate and caramel corn were waiting for him along with the toys. He grabbed the hot chocolate and curled both hands around it. “I hate you less,” he grumbled, blowing on the drink.

Loki just snickered at him, and pitched the feather wand off to the side. Next he grabbed a little stuffed fish and tossed it right at Barnes’s face.

Barnes didn’t even blink at him. He just sat there, staring. 

“Really? You’re gonna throw a---” Barnes froze. There was a smell on that toy fish. A...weirdly good smell. Some little part of his brain was telling him it was catnip, he _knew_ what catnip was, after all, but most of him was suddenly realizing that it smelled _amazing_. 

He felt his eyes go a little wide and he licked his lips. This. This was a bad idea. So bad. So very bad. 

It smelled really, really good, though. Kind of like happiness, and almost like sex, but without any awkward arousal. He grabbed the little stuffed fish and took a deeper sniff. 

It smelled like cuddling. How the fuck does a little fabric fish smell like cuddling?

Without really thinking about it, Barnes gave it a little nibble. The texture was incredibly unappealing. Some kind of felt or very tightly cropped faux fur. He huffed and licked his teeth a lot, trying to get the sensation out of his memory.

“Here, try this one.” And then the fish was gone and Loki was shoving another thing in his hand. This one was a little stuffed bird, though the fabric was smooth cotton instead of fake fur.

The urge to give it a nibble was incredible. 

It tasted a hundred times better than it smelled. A thousand times better once Barnes really got it saturated with spit. There was some kind of oil in the herbs inside, and chewing on it very delicately with his front teeth was the perfect way to take it in. 

Whatever happened to his hot chocolate, he had no idea. That wasn’t his concern. There was only the wonderful smelling little bird and how it made him loose and boneless. 

It was great. In his mouth. On his face. The wet cotton was very smooth on his cheeks and nose, and that oil was rubbing off just perfectly. Barnes faintly realized that he was giggling a little. Or maybe that was Loki. Possibly both of them. It didn’t matter. He felt too nice to care. 

Soon enough, more little stuffed pillows started appearing all around the couch. Loki was setting them up, cackling like mad. Barnes laughed with him, lazy and slow. This was a fun time.

Fun enough that he faceplanted right into the middle of the couch, into a pile of the little catnip toys. All of them smelled _wonderful_ and some of them were in fun colors. He rolled over, getting all twisted up in his shirt in the process. Eventually he managed to get face up with his head inches away from Loki’s thigh and his feet hanging off the arm of the couch. 

So many little toys. 

He started tossing them in the air, just to watch them spin. It was nice. Really nice, actually.

His arm didn’t hurt. His spine didn’t hurt. He was tired, sure, but also so very relaxed. Happy, too. It felt like it had been forever since he was last this happy. 

Oh god, there were so many toys. He wanted to try biting all of them. It was like chewing on comfort.

“Oh. Oh gods, Barnes,” Loki gasped, wiping one eye. He’d long since lost his tea. Where, Barnes had no idea. Didn’t matter. Rolling on the couch was too interesting. “Oh gods, this is. Haha.” He shook his head, clearly breathless with laughter. 

“Loki!” Barnes smiled up at him. The world was spinning. In a fun way. 

Something told Barnes that he should be suspicious of Loki. That was a pretty distant thought, though. There was a weightless quality to his mind right now that was distantly familiar. At least with how difficult it was to focus, anyways. The pleasant aspects were totally new. 

“Did you drug me?” Barnes asked. He was rubbing a small ball over and over across his cheek. It was so soft. A little wet from spit, but still very pleasant. 

“Perhaps a tiny bit. It was an accident! Mostly.” Loki shrugged, but the sly smile was still on his face. “Honestly, I didn’t expect it to have quite such an effect.” 

That sounded more true. Barnes nodded. He could see that. 

“Feels nice,” Barnes said dreamily. “Like curling up with someone.” 

The rolling around slowed down as he thought about that. His brain didn’t want to function. Memory was a crap shoot most of the time anyways, so that wasn’t the problem. It felt like everything was just moving slower, and through a more pleasant haze. 

“I think that’s supposed to be good?” Barnes couldn’t quite remember. 

Loki’s laughter died and the room got a little quiet.

“Yes, I suppose it is supposed to be good,” Loki said softly. “I...cannot remember the last time anyone…” He shook his head.

“Me either.” 

Barnes let his brain chug through that realization for a solid minute before moving.

Then he eeled down across the sofa and crawled right up into Loki’s lap. He wrapped his arms around Loki’s shoulders and buried his face in Loki’s neck and shoulder.

Loki _froze_.

“Barnes.” He sounded so serious. Upset even. “Barnes, what are you doing?”

“Cuddling,” Barnes answered sleepily. “Feels good? I never touch people anymore. Not in a good way, anyways, not really. Not for years and years.”

The silence in the room grew more pronounced, and if anything, Loki grew more tense under Barnes’s hands.

“No,” Loki said quietly. He shook his head sharply. “No, no this is not. You are not in your. Your right--- No, Barnes, you don’t want this.” Loki was trying to push him off, but Barnes had a good grip. Cuddling felt too nice, and both he and Loki could use a hug. “ _You don’t want this_.”

Barnes just grumbled happily and clung, wrapping his tail up and around Loki’s arm. 

“No,” Loki said again. 

And then Barnes was being carried, quickly, up and away from the living room. He was shoved onto his bed. Abruptly, at first, and then more carefully as Loki gently untwinned Barnes's fingers and tail from where they were wrapped around Loki’s body. 

“I’m sorry, Barnes.” Loki sounded so terribly serious. Remorseful in a way that was distressing. “I am terribly sorry. Sleep it off. Cuddle with the cat. I’ll. I’ll talk to you in the morning.”

Then Loki was gone, and Barnes was left very confused. 

The cat was right there, though, and she was more than happy to be in a cuddle pile with Barnes. He curled up with her. Sooner than he expected, he was drifting off to sleep.

\--

Loki paced back and forth across the living room. Shadows flickered strangely around the room, cast from the raw, green magic that was dripping off of Loki’s balled up fists.

What had he done?

This was supposed to be a little bit of fun. Some mischief to lighten Barnes’s mood. Not an actual mind altering substance. It wasn’t supposed to be this...damaging. 

Barnes would never be so freely affectionate. Not with anyone except perhaps his captain, and especially not with Loki. He and Loki touched from time to time, yes. Fistbumps were their celebratory salute of choice, and they sparred often enough that some contact happened with routine frequency. Once in a very great while the two of them would get stinking, blind drunk with each other; that always ended with them in a heap together singing at the top of their lungs. But this…this was so much more than that. 

Sometimes Loki liked to very, very gently tease Barnes about sex. The man was ridiculously sensitive to it, and Loki himself have very few hangups on the matter. So sometimes there were jokes about the two of them being...closer. Nothing serious. Nothing even in the same _realm_ of serious. 

That was how he knew that Barnes was far beyond his normal level of cognitive capabilities. Whatever mental defenses were in place, whatever normal barriers that Barnes had up against such casual vulnerability had come crashing down under the influence of the roofie that Loki slipped him.

He couldn’t couch the act in kinder terms than that. Yes, they were toys, and yes, it should have been harmless. 

It wasn’t. 

Loki was to blame. 

He’d gone and fucked up. Again. _Always_. Right when he was starting to feel like he had some kind of stable footing, someone who would be on his side. An ally. A friend. 

This was how it always started. Something would go every so slightly wrong, someone would get hurt, and then all of his allies would turn against him. Everything was always his fault.

Loki forced himself into stillness. He closed his eyes and took a breath, quieting the surge of magic that was raging inside of him. 

_Barnes wouldn’t do that to me_ , he thought. _Not him. He knows me for what I am. Always has. He won’t let this. Let this…_

He couldn’t finish the thought. It hurt too badly. Every instinct in him was screaming at him to run. To get away from whatever Barnes’s wrath would be when he awoke sober. 

Wrath would be appropriate, too. It wasn’t just that Loki had drugged him, though that was bad enough. It was the fact that Barnes had acted on whatever euphoria that the herb had instilled in him. He’d done things, suggested things that he never would have were he sober.

Loki felt filthy because of it. Dirty. 

He knew what it was like to have his actions be out of his control. He’d had his emotions played with. They both had. It was a far deeper betrayal than just getting the man a little stoned. 

Loki had done it again. He’d forced another person to act against their better nature. Again. He was supposed to be...better than this. Somehow. Maybe he was just cursed to always do this, to hurt everyone around him, and all in the name of _fun_.

Misery poured through him. 

Now would be the time to flee. He’d make a clean getaway, with several hour head start. Chances were good that Barnes might not find him, especially if he hopped worlds. 

Loki sat down in his favorite armchair, the one he liked to read and brood in. He dug his nails into the arms, punching through the fabric easily. 

He could leave now, but he wouldn’t. Barnes deserved his retribution. Loki wouldn’t steal that from him as well. 

Then afterwards, if there was anything left...then Loki would flee. Find some other dark hole to swallow him up. 

\--

When Barnes woke up, he felt like his head was stuffed full of cotton. There was fur everywhere. 

Ah.

The cat. 

He and the cat were rolled into a ball together on top of his bed. A little light shined through the blinds on his window, so he knew that it must be the next day. Morning, from the intensity of the light. 

Barnes rubbed his eyes and sat up. The snow leopard didn’t do more than grunt and flick her ears at him. Instinct had him grumbling back at her, but only for a second or two. 

He groaned into his hands. Loki had gotten him high on catnip. _Catnip_ of all things. 

This was by far the stupidest thing he’d ever gotten stoned on. That he could remember anyways. The aching void that was his memory stretched out behind him for a moment, but he pushed it aside. Now was the time for bathroom and drink of water. 

He gave himself an offended sniff. Time for a new change of clothes too.

It took a great deal of effort to get out of the bed, but then the momentum carried him in to use the toilet. He had nowhere to be today, so Barnes just headed into the shower after that. A nice hot shower would be perfect for getting his scrambled brain back into working order.

He scrubbed his hair as he thought the matter through.

The catnip toys were absolutely a dick move. But Barnes couldn’t bring himself to think it was a malicious one. Yes, Loki had a vicious streak. He’d never really directed it at Barnes, though. More than that, Barnes had gotten used to reading Loki over the past several months. He sensed mischief, not sadism. 

It seemed pretty likely that Loki hadn’t realized that Barnes would get so high.

And, _fuck_ , but Barnes had been high. 

It had felt unbelievably good, too. Floaty and spaced out and a hundred other different types of feeling that Barnes didn’t have words for anymore. 

The cuddling thing was...unsettling. Weirdly good. 

That was a thing he’d noticed about the modern age. No one touched each other, especially not men. Normally, this suited Barnes just fine. He also hated touching people, for many reasons. 

Loki wasn’t just people, though. Loki was his friend. Barnes trusted him. 

He realized with a start that he trusted Loki more than he trusted Steve. 

Steve was his boyfriend, his old best friend. Once upon a time, maybe, Barnes would have trusted him with every secret he had. But wars had come and gone, filled with torture and death and blood. Loki knew all the grim dark things and didn’t flinch. Wouldn’t. Not just because they were friends, but because Loki knew that darkness in a way that Barnes hoped Steve never would. 

It had felt really, really nice to lean in to Loki on the couch. There wasn’t anything sexy about it and just the thought of that kind of involvement with Loki made Barnes want to wash his brain out with soap. The cuddling had been good though. Maybe it was the cat part of him that craved the attention. Maybe it was just the seventy plus years of pain and isolation. 

Loki was very clearly uncomfortable with it. Horrified and repulsed. Barnes knew that terrible things had been done to him at the hands of the Other, before Loki had attacked New York with the Chitauri. What, exactly, that included, they’d never really talked about. Barnes heard him talk in his sleep during nightmares, though. Whatever had been done was both painful and unwanted. 

Barnes knew how that went. 

Regardless of the fact that he’d been stoned, Barnes stepped over a line. So while he kind of wanted to throw something at Loki’s head for being an ass and buying cat toys for him, he also suspected that he needed to apologize. 

It took Barnes a while to work up the nerve to go deal with it. He took his time in the shower, both thinking about the issue at hand and also hesitantly looking himself over for any other physical changes. While the hot water felt great, he quickly discovered that he _did not like_ his tail and ears getting wet. Fur should be fluffy and warm, not soaked and ragged. 

The ears were easy enough to dry off, the fur on them was relatively short. The tail was more of an issue. Barnes fought the urge to sit himself under a blow drying and get it perfectly groomed _right that second_. 

He had to talk to Loki. His tail could wait.

Well.

Compromise. His tail could be brushed out while he talked to Loki.

He dressed himself in something similar to his regular clothes, again discreetly cutting a hole in the back of his pants for his tail to thread through. The shirt he put on was a little thicker and fuzzier than normal. More like a sweater than a long sleeved shirt. He was feeling the need for something soft around him. 

After one last pet to the still sleeping cat on his bed, Barnes grabbed an extra towel and his hair brush and headed back out into the living room.

To his mild surprise, the living room was totally clean of any and all cat toys. Loki had dressed for the day in pristine black dress pants and vest, with a dark purple shirt. Silver accents graced his wrists and buttons, shining in the pale morning light in the room. 

_Wearing the armor of fine clothes_ , Barnes thought to himself. 

Loki looked smooth and polished. He also looked a bit like a wreck. There were bags under his eyes and he held himself with an unmistakable tension. A stranger might not have noticed, but Barnes did.

Barnes threw himself down on the couch in his corner and started rubbing his tail with the towel. There was a steaming cup of hot chocolate on the coffee table in front of him, but no cup of tea near Loki.

They sat in silence for a minute. 

“The toys were a dick move,” Barnes said finally. “Regardless...I’m sorry for...how I acted.”

“What.” Loki’s voice was deadly quiet and tinged with shock.

“I shouldn’t have touched you without asking if it was okay. Even if I was out of my mind, it wasn’t right, and you didn’t like it. It made you uncomfortable.” Barnes very studiously didn’t look at Loki directly. This whole thing was embarrassing enough. He just worked on rubbing the water out of his tail.

“Barnes.” Loki paused for a moment with his mouth hanging open. His jaw snapped closed and Barnes could see in his peripheral vision how he was nearly snarling. “ _I_ drugged you, _I_ took away your ability to judge your actions with my stupid trick, and _you_ are trying to apologize to _me_? For maybe making me uncomfortable?!”

There was a ripping sound. Probably from the way Loki was digging his hands into the arms of the chair. 

“Loki, you might be an utter asshole sometimes, but I know you didn’t mean to...do that to me.” Barnes gave him a sideways look. “I’m kind of pissed at the catnip in general, but---” he shrugged “---I’m more concerned that I did things I shouldn’t have with you.”

Loki just stared at him like he grew a second head. Then he pinched the bridge of his nose and sighed. “You and your captain deserve each other,” he muttered, sounding incredibly annoyed. Maybe a little relieved, too.

Barnes just kept fluffing his tail with the towel. It was still a little too wet to try and brush. He couldn’t help but keep at least one ear cocked towards Loki. That was a tell that Barnes wasn’t used to having. 

There was the soft sound of teeth grinding and then Loki took a deep breath. “You’re not going to leave. Or...get revenge. Or something.”

Oh. Because of course Loki would think that Barnes was leaving. Everyone else seemed to drop him like a bad habit at the first sign of trouble. 

Barnes knew better, and he saved a tiny kernel of hatred for all of Loki’s shitty family and friends who taught him that this was how people treated each other.

“Oh, I’m gonna get revenge,” Barnes said lightly. “I’m still debating on cat hair in your shower drain or white hairs all over your black suits.” He eyed Loki’s very posh and likely very expensive vest, as if he were imagining it covered in a fine layer of hair. Then he shrugged and went back to fluffing. “Aside from that, nah.”

“Nah,” Loki repeated dully, as if still in shock.

Silence reigned for another minute.

“It...wasn’t all that bad, you know,” Barnes said hesitantly. “Not something I want sprung on me by surprise.” He gave Loki a suspicious side eye. “But...maybe once in a while. In moderation…”

Loki shifted in his chair. He wasn’t bolting out the door, so that was good. 

“...I see.” It didn’t sound like Loki saw anything. He still sounded confused as fuck.

Barnes licked his lips and kept his eyes on his tail. It was almost dry now, but still damp enough that he was annoyed with it. He kept fluffing. “Was it the touching that bothered you?” he asked. “I mean, sometimes we end up...I mean, when we’re fighting it’s not an issue. And it’s never been awkward before.”

He never tried to jump in Loki’s lap before, either. Barnes winced.

“No,” Loki said quietly. “No, not really. It was because I thought I made you do it. Like I was...forcing you into something you normally wouldn’t want.”

They both shuddered. 

Yeah, Barnes could see how that would be repellant. 

Barnes put down his tail and looked at Loki. “You’re one of the few people I would trust to be with me like that. Maybe, _maybe_ Steve, too. Being stoned like that was kind of like being drunk, but with less of a hangover. It was nice to feel so relaxed.” He shrugged awkwardly. “I’m not alright with being slipped catnip without some heads up, but I might consider imbibing again. I won’t do that if you don’t like how I act, though. No one likes a handsy drunk.”

Loki stared at him hard, his brow furrowed in thought. One finger tapped on the arm of his chair. 

“You aren’t unhappy with yourself now that you are sober?” Loki asked finally.

“I mean, a little. It was embarrassing as fuck and, again, not thrilled about the lack of heads up about it. But. Eh?”

Barnes’s ears and tail both twitched at the thought of someone giving him a nice pet. 

And wasn’t _that_ awkward. 

How would he even explain this to anyone?

Then again, when had he ever felt the need to explain himself?

“Touch is different when you’re in different forms,” Loki said quietly. He relaxed back into his chair, though he still looked a little hesitant. “Things that don’t seem comfortable to a human form are as natural as breathing in others. That can be difficult to accept.”

Barnes’s tail twitched as he considered that. “Difficult for me, or for other people?”

“Both.” Loki shrugged. “Cats are generally very...physically social creatures,” he said hesitantly. 

Yeah. That they were. Barnes looked at the spots on his tail. It was getting properly dry and fluffed now. He trailed his claws through the strands of fur, almost absently. The sensations were pleasant in a way that he wasn’t used to. The softness of the fur against his hand. How nice the stroking felt on his tail. 

It was calming. 

It was also weird as fuck. Barnes had never been a self soother. Such actions were beaten out of him, he was certain. No twitching around for the mind wiped assassin, no sir-ee. 

But just because it was new, didn’t necessarily mean it was bad. Besides, petting his tail seemed to happen whether he was thinking about it or not. 

“I have been cuddling with the cat a lot,” Barnes said pensively. 

“Yes.” Loki didn’t sound like he was judging Barnes. More that he thought it was a foregone conclusion. 

They sat in silence for another minute or two.

“Just...to be clear,” Loki said hesitantly. “You’ve no interest in a sexual relationship with me.”

“God, no.” Barnes grimaced. His face burned with embarrassment. “I don’t know. I just thought that it was a shame neither one of us had been close to anyone. In my defense, I was really, really stoned.”

“But your captain…”

Barnes took a breath and forced himself to stop petting his tail. He reached for the now tepid hot chocolate and took a sip. “It’s complicated. He and I are good. Ish. But...it’s slow. By design. There’s a lot I’m not really ready for.”

The truth was, Barnes and Steve had been seeing each other once or twice a week. There was some contact. They hugged. Kissed a little too. Held hands a lot. That was about it.

They both had a lot to work through, though. Barnes especially. It wasn’t that he didn’t trust Steve. He did. He just...didn’t always feel safe. It was all in his head. Steve would never hurt him. But a lifetime had passed since they once knew each other, and for most of that, Barnes had been hurting and fighting. Sometimes it was hard to remind himself not to brace for impact. It was equally hard to remember that he deserved nice things, and being with Steve was part of that. 

Steve had his own issues, too. His sense of duty was still as strong as ever. It would always be the third person in any relationship with Steve, and Barnes knew it.

Even though there was a history between them, neither one of them were the same person they used to be. They were taking the time to relearn who the other was. Build up to something good again, something new. 

“I see,” Loki said. Maybe he did see. He was more perceptive than a lot of people gave him credit for. More than ever, Barnes was convinced that Loki had grown up in a household of assholes. “And I am not complicated?” There was a thread of wary disbelief in his voice.

Barnes shrugged. “We’re both a bucket of fucking crazy. But...I think you know better than most the kind of shit that runs through my head. You won’t freak the fuck out if I have a bad episode, and I trust you to keep us both safe. Steve’s priority is always gonna be innocent lives. Your priority will always be your own safety. And maybe mine.”

“Yes,” Loki said simply. “We are shield brothers. Partners, in a sense. We understand each other.”

Barnes nodded in agreement. They were a lot alike. 

“So if you were to have interest, I would be open to some closer platonic contact. Occasionally.” Loki fidgeted in place. “Would you want me to wear a different form? Would that make it easier?”

The way he asked was so blandly casual that it made Barnes’s ears perk up. Loki had been harassed a lot on Asgard for his shifting, and Barnes was not about to have any of that sentiment barge in here.

“Doesn’t matter. As long as you aren’t a dick about things.” Barnes glared at him.

“Of course,” Loki said smoothly, nodding his head.

“...Did you keep the catnip toys?”

A sparkle glinted in Loki’s eyes. 

“I did. They’re in a box on the shelf.” He waved towards some furniture along the wall. There was a new looking wooden chest there, bound with brass. It looked almost like a pirate treasure chest. “It’s spelled so none of the scent gets out. I was going to throw them away. But. It seemed as if you enjoyed yourself.” That last bit was said almost apologetically. 

“I did. Though I might take it easy on the stuff next time. Now that I know what the deal is.”

Barnes eyed the chest. His tail twitched. 

It wasn’t like they had anything to do today. Nothing except wait around for Peter to finish with school and get back to them on what was going on with the cat. 

“Maybe after lunch,” Barnes said finally. “There’s an ice cream shop I want to try out.”

“You got choice of food last time,” Loki said with a frown.

“Yeah, but you’re a dick who got me surprise-stoned on catnip.” Barnes glared at him.

That just made Loki snort in laughter. 

“Fair enough, Barnes.”

\--

Peter barely made it through school. There was too much to think about with what was going on with Barnes. 

Midtown High was an elite school and it was true that the classes there were more challenging than a public highschool would be, but Peter was smart. Very smart. He was used to working on more advanced problems during class. Hiding his real research in lab drawers or behind text books while the rest of the class went on around him. The teachers sometimes called on him, but Peter was able to bumble out the appropriate answers. He was already several weeks ahead on his school work. With how being Spiderman went, that was just the easiest course of action to take. 

If his teachers noticed his distraction, they ignored it. His _friends_ , however, were less forgiving. 

MJ and Ned knew something was up by the end of first period. This both made things more easier and complicated them at the same time. Both MJ and Ned knew that Peter was Spiderman, so they knew that if Peter was completely absorbed in figuring out something during school, it probably had something to do with bad guys. That meant that he wouldn’t have to try and pretend he was working on this year’s science fair or something.

Unfortunately, they didn’t know about Barnes and Loki. Especially not Loki.

Peter was pretty sure, anyways. MJ was way more perceptive than was comfortable. 

The moment the bell rang to let them out of first period, MJ and Ned were glued to Peter’s side.

“Spill.” MJ tried to pin him down with a look. 

Peter tried very hard not to dwell on how pretty she was. It was a casual kind of pretty; all loose, frizzy hair, artfully messy clothes, and sharp, dark eyes. 

Panic raced through him. To cover it, he started shoving books and papers into his bag. People swirled around them as everyone headed off to their next class. Ned and MJ fell into step behind him as he headed out. They all had next period English class together.

“Come on, man, don’t hold out,” Ned weedled. 

Ned was an inch or two shorter than Peter, but significantly rounder. It was kind of crappy that people took his weight as an excuse to not talk to him, because Ned was _awesome_. He and Peter had been friends from the moment they met. It was probably the Star Wars patches on Ned’s backpack. The geek bling always gave people away. 

“Look, I. I can’t talk about it,” Peter said quietly, casting what he hoped were surreptitious looks towards the other students. No one was paying attention to him. Which was good. Normal, even. 

“Bullshit. We already know your super, secret hobby,” MJ said mercilessly. 

Peter sighed. Best just to keep his mouth shut here. Anything he said would only give MJ more ideas.

They walked along in silence for a minute, letting the clamor from the hall around them fill the void. 

The look that MJ gave him as he was settling into his chair for next class pretty clearly said, _I’m getting answers, whether you like it or not_. Ned’s glance between the two of them was almost sympathetic. 

Peter deflated down into his chair, as if by sinking lower he might somehow miss the target MJ’s suspicious glare was painting on his head.

He managed to hold off any more questions until lunch time. Helpfully, by that time he’d managed to make it through all of Doc Connors’ experiment notes. While human, Doc Connors had meticulous lab notes. Once he degenerated into his lizard-human hybrid form, they became less coherent. It took Peter longer than he wanted to narrow down exactly what he was looking for. 

Rather than heading to the lunch room, Peter had a standing invitation from Dr. Etrama to stay in one of his lab rooms during the lunch hour. Peter had long since proven that he wouldn’t cause trouble, either for the school out of mischief or for himself out of stupidity. It had come in handy more than once for Peter’s extracurricular vigilante work. 

When Peter had first asked about it, he tried to spin some lie about needing the extra lab time to work on his homework. Dr. Etrama had just stared at him for a long moment and then smirked. He’d then said, _Try not to kill us all with your experiments, Parker. If you do, I will be most displeased._

Since Peter was legitimately terrified of Dr. Etrama, that warning still made him shiver. Sure, the guy _looked_ nice---all smiles and curly, long, strawberry blond hair---but the dude was seriously cold in a very creepy way. If Peter wasn’t one hundred percent certain that Dr. Etrama would take a blow torch to anyone who threatened his students, Peter might have been worried about another supervillain. As it was, he just accepted the extra free reign in the labs with gratitude and tried to stay out of Dr. Etrama’s way.

To Peter’s utter lack of surprise, Ned and MJ followed him right into the lab classroom. Both of them just stared at him as he started to set up the equipment he’d need. 

After a few minutes of silence, Ned leaned in a little to get his attention. 

“Dude.” Ned stared at him, eyes wide. “ _Dude_.”

“Tell us.” MJ sounded almost bored. Or maybe just frustrated. Or both. It was hard to tell.

“There isn’t a lot to tell,” Peter said, still working on set up. “I...know some people. A couple. Not, like, a _couple_ couple, no, ew. Just, like two dudes. Who I can’t talk about. They needed me to check something out.”

“Uh huh.” MJ took a bite of her sandwich and glared suspiciously at the samples Peter was taking out of his bag. 

Several more minutes passed in quiet and Peter relaxed into his work. 

“Is this about the Winter Soldier or Loki?” MJ asked, scaring the shit out of Peter.

He yelped and nearly dropped the glass sample plate he was holding. Super reflexes saved the day again.

“What?!” Peter hissed. “No! Noooo. No. No. Why would you think---? That’s not. Nope. No? No.”

Both MJ and Ned just looked at him, unimpressed.

“How did you _know that_?” Peter leaned in and looked around. There was no one else in the lab. He knew there was no one else in the lab. He still had to check.

“Dude. You had an epic team up with them a few months ago. With the robots?” Ned raised his eyebrows at Peter and popped open a snack sized bag of chips. 

“Which was after you said you met a really nice vet named James who had a wicked cool prosthetic arm,” MJ added flatly. 

Shit. That...wasn’t great.

“Ok, look, but you can’t tell anyone,” Peter said, feeling kind of panicked now. “Not just because, like, you know, you shouldn’t tell people, but because Loki may actually come find you if he knows that you know that I know---”

“Stop right now before you make that more confusing,” MJ said flatly, holding up one hand. 

“You know what I mean!” 

“Yes, Parker, we know. We aren’t going to tell anyone about your super secret boy band.” MJ rolled her eyes. “What’s so important that you’re blanking through classes to work on?”

Which reminded him that he only had a limited amount of time left before classes started. Maybe he could convince Dr. Etrama to let him leave some of his experiments running while he went to next period. Then he remembered Barnes’s warning about not letting his blood out of sight. 

Maybe Dr. Etrama would let him skip class and hide out here.

“Peter?” MJ nudged him.

“Oh. Right.” Peter shook his head and got back to looking at the samples. “Something fucked up happened with an experiment in Doc Connors lab. I just...need...to…” 

He got absorbed in looking at the sample. 

“...Need to isolate the compounds added to the…”

Fascinating. He could actually see the altered cells in the cat’s blood samples. The hair samples showed something similar. 

“...In the….thing…..”

That seemed to be enough to satisfy MJ and Ned for the moment, because they didn’t bother him after that. 

Time seemed to fly by. It always did when Peter was working on something. 

He could tell right away there was something wrong on the cellular level, both with the cat and Barnes. There were similarities, too. That was obvious right off the bat. Whatever was wrong with the cat was the same thing that was wrong with Barnes. At least, mostly. Barnes’s samples weren’t really very close to human either. Which Peter expected from a century old nazi experiment. He hadn’t bothered gathering hair samples from Barnes; whatever he’d been affected with wouldn’t, shouldn’t have seeped into his hair. Then again, Barnes had just grown fur out of nowhere. Maybe he should have gotten samples of that... 

It was also obvious that whatever was in the cat’s blood wasn’t stable. The cells were breaking down. That was consistent with what Peter had read from Connors’ notes. Connors had been shifting the animal species used in his experiments as well as tweaking the serum compound that was injected into them, looking for the optimal combination of the two. The lab itself had a ton of dead animals, all of which were probably already incinerated by the authorities. New York City didn’t mess around with potentially contaminated dead animals. 

Barnes’s blood, on the other hand, looked somewhat like normal blood. It did look odd though. There were additional compounds in the sample, things he couldn’t identify. He needed to filter some of the samples, both from the cat and from Barnes, and see what similarities he could find. 

Maybe he should have gotten a tissue sample from them both, too.

“Mr. Parker,” Dr. Etrama said. 

_Right behind him_.

Peter jumped in place and let out an embarrassing squeak. 

“Dr. Etrama!” Peter squeaked again. “Hi! Hi. I was just, uh, working on that assignment? For the homework?”

Dr. Etrama loomed over him. Light glinted off of his glasses for a moment, obscuring his eyes with the flash. He had on a while lab coat over his suit and a pleasant but creepy smile was plastered on his handsome face. Half the girls in Peter’s class were in love with him. 

Honestly, Peter couldn’t see the appeal. Dr. Etrama just gave him the creeps.

“I see.” Dr. Etrama didn’t sound convinced. Maybe it was the small pile of blood slides and cat fur on the table next to Peter. “And will your homework take you much longer? The bell for next period is about to ring.”

“Oh crap!” Peter started scrambling to put stuff back into his bag. MJ and Ned had already had most of their lunch remains packed up.

“Mr. Leeds. Miss. Jones,” Dr. Etrama said, looking up at them. “There is no eating in the laboratory rooms.” It was so weird how he said la-BOR-a-tory and not LAB-ra-tory. “Should I see it happen again, you’ll be written up.”

“Yes, Dr. Etrama,” both of them chorused. They gave Peter a fleeting look, but Dr. Etrama waved them out of the room.

“Go on. I’ll help Peter clean up his...assignment.”

Oh shit no that was bad. If any of Barnes’s blood got lost, Peter would get murdered. Maybe literally. 

“Please, don’t worry about it Dr. Etrama. I’ll clean everything up, I promise. It will just take a minute.”

Damn. He really didn’t want to stop now. Peter gnawed on his lower lip as he very carefully collected all the slides. 

He hesitated. 

“Dr. Etrama. Can I. Would it be alright if I put my agar plates into the water bath and leave them to set while I’m in my next class? I’ll check on them right after. They just need time for the gel to cool.”

Dr. Etrama gave Peter a measured look, and then glanced at the samples. His brow furrowed a little as he obviously mulled the request over.

“It won’t be for long. I just need to make sure no one messes with it. The samples…” Peter hesitated. If he implied too much, Dr. Etrama would get suspicious. More suspicious. “Or maybe I could...just...stay here and watch them?”

Peter winced and smoothed down his t-shirt self consciously. That probably wouldn’t go over well. 

“You’re suggesting that you skip your next class in order to stay here and work on something that is obviously not the specific gravity homework you were assigned.”

The wince on Peter’s face grew. He tried to stretch it into a smile. “...Yes?”

Dr. Etrama stared at him for a solid minute. The bell for next period rang. 

“Alright.”

“What?!” Peter honestly didn’t expect that to work.

Dr. Etrama was already moving over to his desk. He waved to the back door to the classroom. “Move your experiments to the other room. I have students on their way here. Don’t break anything, don’t contaminate anything, and consider what excuse you want to give to your next period teacher.”

“Oh my god, thank you, Dr. Etrama!” 

Maybe the guy wasn’t so creepy after all.

\--

Peter ended up spending all afternoon in Dr. Etrama’s back room. Somehow, he ended up with a nurse’s note. Dr. Etrama showed up with it between periods and demanded Peter’s assignments for the classes he was missing.

As he was digging through his bag to get them out, he turned around to find Dr. Etrama staring at some of the failed agar gel cell cultures. 

“Fascinating, Mr. Parker.” 

“Ack!” Peter grabbed his homework papers and thrust them at Dr. Etrama, shoving him away from the lab equipment as gently as he could. “Here! The homework. Sorry. That’s all of it.”

Dr. Etrama looked unfazed, but allowed himself to be moved. “What are you working on, Mr. Parker?”

“It’s a thing. From home? My neighbor has a sick cat, and he asked me if I could see what was wrong.”

“Instead of taking it to the vet.” The statement was flat with disbelief.

Peter flailed a little as he tried to come up with something believable. “Yes. He really doesn’t like people. Especially not doctors. Hates them. Can’t stand them. I offered to help? I mean, I figured I could mark a few things off the disease list?”

Dr. Etrama just stared at him.

“I see. And these samples. You’ll be destroying them once you’re done, is that correct?”

“Yes, absolutely,” Peter said quickly, nodding. “I really, really don’t want anything to spread around.” In more ways than one.

Dr. Etrama just nodded. He took the homework papers and very deliberately pinned a nurses note to them and waved the bundle at Peter. Then he began heading out of the back room, back towards the now-busy classroom.

After just a few steps, he paused. Without turning around to look at Peter, he said, “Might I suggest buying a few eggs.”

“What?” Peter stared at him blankly.

“Animal viruses often require host tissue for the cell culture to be successful. Agar gel won’t work. You can try injecting eggs.”

For a moment, Peter panicked. Had Dr. Etrama seen something he recognized in the cell cultures? Did he know something, or guess something he shouldn’t have? Then Peter remembered that his excuse was that his neighbor’s cat was sick. An animal virus would be the logical thing to test for. 

Before Peter could say anything more than a belated, “Thanks,” Dr. Etrama was out the door.

\--

Peter got the eggs from a corner store near the school and was back into the back room lab in under fifteen minutes. 

The testing went significantly smoother after that, and Peter had a pretty good idea about how the compound that the cat had been injected with worked. 

It acted like a retrovirus, implanting and then altering the cells of the host. The cat’s cells weren’t stable enough to handle the mutation; they were breaking down under the strain. Barnes’s cells managed to maintain their integrity. Possibly because of the super soldier serum. 

Eventually, Peter ran out of tests to do and blood and hair to do them on. In the end he was left with a pile of dirty slides, three dozen eggs with cell cultures growing in them, and a massive stack of questions. 

Peter was smart, he knew he was. Even he had limits though, and Midtown High’s lab equipment had even more severe limits. It was an exclusive science academy, one that Peter had only gotten into via scholarship, but it still couldn’t hold a candle to a professional lab. 

He dropped the last empty vial into the pile of glassware that needed to be autoclaved, and rubbed his eyes. At least he would have _some_ good news to share with Barnes and Loki, even if he didn’t have any solutions. 

It took him a minute to realize that he was tired. More than that, his eyes ached a bit and his shoulders and neck felt like they were made of concrete instead of muscle and bone. His stomach felt like it was trying to devour his lungs, too.

Peter squinted at the windows, suddenly realizing that there wasn’t much light coming out from behind the blinds.

Not much light at all. Because it was nighttime out. 

_Oh crap, it was nighttime!_

Aunt May was probably losing her mind!

Peter scrambled to put all of his stuff in his bookbag, and then quickly dumped every bit of dirty equipment in a plastic bin. He’d just. Just. Really quick wash that stuff up. 

Yeah. Because washing 65 used glass slides, several trays, a few dozen beakers, and petri dishes beyond counting totally could be done in a minute or two. 

He winced and hurried out into the main lab room.

Only to find Dr. Etrama patiently grading homework at the desk there. Even weirder was the fact that another student was there, sitting at a desk by one of the windows looking outside. Rai? Peter thought his name was Rai. 

He slid to a stop and looked back and forth between Dr. Etrama and Rai. 

“Ah. You’re done.” Dr. Etrama gave him a very small smile. Just as Peter was opening his mouth to begin babbling apologies, Dr. Etrama raised a hand to silence him. “Don’t worry, Mr. Parker. I got your contact information from the office and called your aunt to let her know that you were staying late at school to help prepare for a special experiment in class tomorrow.”

“...Oh.” Peter pursed his lips and tried to figure out why his otherwise creepy teacher was covering for him. He glanced over to Rai, who was still staring out the window. “Oh. Alright. Uhm. Thanks?” 

Peter stood there awkwardly for a minute. He probably looked kind of silly. He had his bag and his coat in one arm, and a huge plastic bin full of dirty equipment in the other. 

Even Rai turned to look at him now. Which, alright, wasn’t super weird, but it was a little odd. Rai was...quiet. Very, very quiet. Nice enough guy? Pretty in a way most guys at school weren’t. He had longish black hair and dark eyes. Always looked nice. But was so, _so_ quiet. Didn’t even like to answer questions in class quiet. 

He and Peter weren’t really friends---Peter didn’t actually think Rai had any friends---but Peter knew what it was like to be the odd man out. Too shy to deal with people. So he kept an eye out for Rai when he could. If other kids looked like they were being jerks, or if in their shared classes it looked like a teacher was spoiling to give Rai a hard time, Peter jumped in with some talk to distract them. He hoped it helped; it was hard to read Rai to see if he even appreciated it. Didn’t matter. Peter would have felt bad for leaving him to fend for himself.

Pretty weird to see him here this late after school, though. And hanging with Dr. Etrama. 

Peter furrowed his brow and glanced back and forth between them. 

“I am Rai’s guardian,” Dr. Etrama said with a nod towards Rai. “It would have been negligent for me to leave you here unattended, and Rai decided he would wait with me.”

“Oh.” Yeah. That did make a weird kind of sense. In more ways than one. Maybe Dr. Etrama was being nice because Peter wasn’t a dick to Rai. 

“Let me help you with those.” And suddenly _oh crap_ but Dr. Etrama was _right there_ , standing next to him and reaching for the bin of used glassware. 

Peter jumped in place a little. Damn, but he was distracted tonight. 

“Oh, no, no, you don’t need to do that, Dr. Etrama. I can clean up! I’ll just put everything in the autoclave and head home, I’m sure my Aunt May is worried, and I think I may have missed dinner. And lunch.” Peter winced and scrambled over to the cleaning equipment. 

“I’ll help.” Dr. Etrama didn’t even give him an opening to object. He just breezed by, grabbed the bin from Peter’s hands, and headed over to the sink.

Another internal screech went off in Peter’s head. Hopefully it was internal anyways. Barnes’s blood!

“What did you do with the eggs?” Dr. Etrama said, turning on the hot water in the sink. Probably to conventionally wash some of the slides. That was standard, after all. Regular old soap and water should have been good enough for most of what students would use this equipment for. Peter just wanted everything sterilized, too. For reasons. Very good reasons that involved Loki, Barnes, and bruises no amount of spidey sense would be helpful in avoiding. 

“Wait, what? Oh, the eggs!” The giant pile of used eggs that he needed to...do something with. Incinerate, maybe? Throw in a dumpster fire? Could he autoclave eggs? Was that a thing that could happen?

Peter dashed back into the back room and gathered up all the used eggs into another bin. If this were a normal kind of experiment, they’d just go into the biological waste bin. But then they’d just be sitting there. Mutating, probably. Maybe growing into little egg monsters, for all Peter knew. 

Scientific principles word vomited through his brain telling him how improbably that would be, but Peter’s life was really, really weird. He’d seen a lot of things that stretched his ability to science his way out of. 

He couldn’t leave them just sitting here. Waiting in the bio waste bin. 

Peter dithered around for a minute, and briefly considered dumpster fires and the safety thereof. 

“I’ll take those to the incinerator, if you like,” Dr. Etrama said, poking his head into the back lab where Peter was still standing around panicking in.

“This is gonna sound really, really weird, but do you mind if I do that?” Peter gave him what he hoped was a very persuasive smile. “I just really want to make sure it’s done right now, because _who knows_ what this could be?”

“I see. Then your experiments didn’t bear any fruit?”

“Not nearly as much as I wanted them to.” Peter didn’t have to pretend to sound bummed out about that. 

Dr. Etrama looked at him for a moment longer and then nodded. “Alright. Let’s get the glassware clean and then we can go get the rest of this safely burned.”

 _Oh thank god_ , Peter thought with an internal sigh of relief. 

\--


	3. Chapter 3

It took another half hour to get through all the cleaning, but afterwards Peter was very sure that there was nothing left to worry Barnes. All DNA totally gone, soaped and sterilized.

Unfortunately, that would no doubt change pretty damn soon. If Peter couldn’t figure this out---which he really couldn’t with the resources available to him and his lack of a doctorate in biochemical engineering with a specialty in guys with the super soldier serum---then that meant that someone else would need to step in. That someone else would inevitably be drawing some blood. 

That was fine. Probably. Peter had a plan. 

With all that in mind, he headed back over to Barnes and Loki’s place. It actually wasn’t that far from Midtown High, at least by web, so Peter just swung over and knocked on their balcony window. 

At least, that’s what Peter hoped would happen. He knew New York’s skyline like the back of his hand. Once glance out of Barnes and Loki’s window was enough for him to figure out which building they were in. It should have been easy-peasy to figure out which window was theirs. They were up pretty high.

It wasn’t. It was the _opposite_ of easy. Appalling, awfully, unpleasantly frustrating. 

First, there was the fact that every time he attached a web to their building, it snapped. Which _should not_ happen. Peter’s webs were very specifically built to be strong enough to hold up a car without so much as fraying. Snapping under just his own weight shouldn’t happen. And definitely not three times in a row. 

The third time, he managed to get enough momentum that as he fell, he landed on the lower half of their building anyways. At that point he figured he might as well just crawl up and say hi. 

Except pigeons kept dive bombing him. Out of nowhere. Peter was very familiar with birds being in the way. He lived in New York. Well, Queens, but NYC in general. So once in a while, pigeons got in the way. Sometimes on purpose as they dive bombed him for his lunch. 

This was nothing like that. The pigeons at this building made specific efforts to knock him off the damn walls. Whole flocks of them. For the life of him, Peter couldn’t even figure out where they were coming from. After about five floors of crawling through the assault, he started to wonder if they were even there. Loki was an illusionist, after all. Loki was also the kind of guy who wouldn’t want uninvited visitors. 

Just as Peter thought of that idea, the pigeons changed tactics. They went from trying to knock him off to just flying by and shitting on him. 

Peter may have screamed. A little. Just a tiny grunt of frustration. Very manly, too. 

He also scurried up the wall faster than he ever had before, all the while thinking to himself, _This is an illusion, this is an illusion. Loki is not God of Fowl, he’s God of Lies. I’m almost to the window…_

Definitely almost to the window. He was certain. 

It must have been true, because all of a sudden, the pigeons were just...gone. 

As was all the bird crap. Which was a massive relief. Had to be an illusion then. 

Peter sighed in pure joy, and then started looking in windows. He felt like a creeper doing it, but he just needed to see the plants and then he’d know he was in the right place. 

He didn’t see plants. No house plants at all, let alone Barnes and Loki’s house plants. 

No, Peter saw things he wish he’d never seen. Each window he looked into was filled with things that were plundered straight out of 4chan. Or maybe a really seedy amature porn site. 

The first window, he just scurried away as quickly as possible. He swung around tall buildings all day, sometimes he saw things he didn’t mean to, and didn’t _want_ to. So a friendly group, er, party, wasn’t that shocking. Maybe Loki and Barnes had...really, uh, outgoing neighbors. Who figured no one would be looking in from a window dozens of stories high.

The second window had him nearly running across the wall. 

He didn’t think that it was even possible to get a donkey up that high in an apartment building. What did they use, a freight elevator?

The third window was when he finally caved. He slid down to the space under the window, put his back to the glass, and called Barnes. 

Obviously, he should have just called first. Why he didn’t think about that, he wasn’t sure. The information he’d gotten from his tests was still buzzing in his brain and everything else kind of got shoved to the back burner. He also couldn’t even remember the last time he’d tried to get into someone’s apartment and failed.

Not that he tried often. Peter didn’t make it a habit to break and enter. It’s just sometimes he had to. Maybe to talk to Ned, or deal with a spiderman problem. 

Based on the escalation of attacks here, Peter knew, deep in his bones, that it would only get worse the longer he tried to get in via a window. 

All of this flashed through his head as he waited on the phone.

“Come on, come on, pick up, Barnes…” he muttered.

But Barnes didn’t answer. 

Which, alright. It was pretty late. But Peter was under the impression that cyborg super soldier assassins never slept. 

The call went to voice mail. Peter hung up without leaving a message. 

“Guess I’ll try Loki.” 

Loki answered after only two rings.

“Spider-child---” Loki began.

Peter interrupted him almost immediately.

“Oh god please tell me the tentacles in the window were not real. Please. Loki. I didn’t need to see that. I didn’t even know that was a thing I _could_ see, and I freaking fight people with cyborg tentacles. Oh no. Oh no. Next time I fight Doc Ock, that’s what I’m going to think of. Loki, I’m a minor. Why. Why would you do that.” 

Loki just laughed at him. “Did I not tell you I was uninterested in people coming in and out of my window? Was that unclear in any way?”

“Loki, just...arggggghhhh.” Peter banged his head against the glass. Gently. He didn’t want to see what the building would do if he accidentally damaged it.

“Come to the front office. I’ll let the doorman know that we’re expecting a guest, and someone will show you up,” Loki said smoothly. He sounded a tiny bit annoyed, but Peter couldn’t be bothered to care.

“The front door?!” Peter made a face.

“Goodbye, Spider-child.”

Loki hung up. 

Peter sighed. He sat there for a minute and considered his situation. 

_Note to self: always call ahead._

Without even bothering to turn around, Peter let himself slide down the wall. Once he got low enough, he swung onto a neighboring building and ducked into an alleyway to change his clothes. 

Sure enough, there was someone at the front desk who looked up at him expectantly as he walked in.

“Mr. Parker?” the woman at the desk asked. She was dressed in a very nice, very no nonsense suit that had a logo emblazoned on the jacket pocket. “If I can see your ID?”

With a shrug, Peter pulled out his wallet and showed his school ID. That would have to be good enough. Apparently it was, because she waved over another person in a suit, this time a very, very large man, and Peter was escorted to the elevator. 

There sure was an awful lot of marble tiles and stained glass in this place. Peter felt kind of awkward in his hoodie and mostly clean jeans. 

He was dropped off at one of the top floors, and directed to the first door on the right. 

When he knocked, the door slid open. On its own apparently, because no one was waiting right on the other side.

“Come in and shut the door, Spider-child,” Loki said from inside. 

Peter stood there and gaped. 

Barnes and Loki were both on the couch in the living room. A couple bowls of popcorn were scattered around and the flatscreen on the wall was on, though the volume was low. What stopped Peter in his tracks was that Barnes was curled up into Loki’s side, smiling and looking half asleep. His big, fuzzy cat ears twitched lazily, and there was a very long, very poofy spotted tail wrapped around him and Loki. No, not wrapped around. Barnes was holding it in front of him like a pillow, with the end spilling out on to Loki.

“Whaaaaaaat.” Peter didn’t know what else to say.

Loki just sighed at him.

“Come _in_ , and _shut the door_.” Loki’s eyes flashed a little, and Peter hurried in.

The moment the door shut behind him, there were two heavy _THUNK_ s. Peter flinched at the noise, and then noticed the drop bars that had fallen into place over the door.

“Wow, you were not joking about security,” Peter said.

“No,” Loki said dryly. “What did you discover?”

Peter went back to staring at Barnes, who in turn was still mostly zoned out watching the TV. 

“Is he ok?” Peter asked as he stepped forward into the living room. 

“I’m kinda stoned,” Barnes said happily. He grabbed the end of the tail, _his_ tail, which was still so very weird to think about, and rubbed it across his cheek. “It’s great.”

“Wow.” Peter stared, his jaw dropped. “Just wow.”

He’d known Barnes for several months now, and never once had he ever even thought about Barnes cuddling with anyone on the couch. Especially Loki. 

Loki, who was now watching Peter with narrowed eyes. There was something...not quite hostile in the look, and Peter’s spider sense tingled very, very faintly. 

That was enough for Peter to realize that maybe he was staring a bit too much. 

“Stoned. Like, high? How did that even happen? Aren’t you a super soldier?” He had to ask, because what the hell?

“Catnip,” Barnes said a little dreamily. “Doesn’t last long, but it’s kind of great.”

“Ohhhh.” That kind of made sense. Peter nodded and walked over to a more comfortable talking range. Out of sheer curiosity, he crouched down near both of them and peered into Barnes’s eyes. There was definitely a delay in focusing, and the pupils looked more dilated then they probably should be. “Most cats, not all, but most, have a reaction to catnip. Most of the mint family, actually. The oils in the leaves are pretty similar to mating hormones, though I guess it doesn’t cause that intense a reaction. It just releases some oxytocin, hormone that makes people, and cats I guess, want to touch and cuddle.”

Barnes nodded a little in agreement. Or maybe just rubbed his cheek into Loki’s shoulder. It was hard to tell what the purpose of that movement was. It was so weird to see him so happy. So weird. 

Ridiculously cute, too. The ears looked so fluffy. Plush, even.

Peter reached out his hand to give Barnes’s ears a scratch. Before he could complete the movement, his hand, his whole body, was frozen in place. Eerie green light covered him up, and Loki’s eyes shined with the same type of energy. Now Peter’s spider sense was throwing up alarms in the back of his head like it was New Years Eve. 

“You will not touch him without his sober consent,” Loki said very quietly. His eyes burned with power, almost looking red in the dim light of the living room. Peter was reminded that this was the guy who led an army against the world, someone who’d been a part of a warrior culture for thousands of years. 

“Eeep.” The glow surrounding Peter disappeared and he flailed backwards. “Nope, yup, you’re right, that was out of line,” he babbled. 

Just to be on the safe side, Peter scooted all the way back onto a chair adjacent to the couch. That unhappy danger warning in his head went away. Loki was still watching him, but his look had turned back to his normal neutral indifference. Barnes just blinked sleepily at him.

“So. Catnip.” Peter opened his mouth. Then shut it. Then tried again. “You got Barnes stoned on catnip? He’s been part cat for, what, like a day? Two? And already you’re trying to get him buzzed?”

“How dare you assume it was me that got Barnes high!” Loki’s eyes widened in innocence. 

Barnes just snickered. “Well, it was.”

“Besides the point,” Loki scoffed. “And only the first time. This time was all your choice.”

“Good choices, past-me,” Barnes sighed happily. The tip of his tail swished back and forth as if trying to escape Barnes’s hold.

“Right,” Peter said, nodding a little. “Right. Anyways, are you sober enough to hear what I found out? Because there is good news and bad news and then worse news. Out of the bad news, I’m not sure which is the worst, though, so you’ll have to figure that out.”

“What’s the bad news?” both Loki and Barnes ask. Kind of impressive how they managed to coordinate saying it at the same time, especially given that Peter would have been shocked as hell to see Barnes able to coordinate anything in his current state.

“Ok, so, the first half of the bad news is that I cannot fix this.” Peter held out his hands helplessly. “Like, I think I understand how it happened? Maybe? But, I can’t undo it. Not only do I not have the equipment, I just have no idea how I would even reverse the effects.”

“That is bad news,” Barnes said, frowning a little bit. 

“But, I mean, it’s not all bad! Because the really good news is that it looks like this won’t kill you? The alterations that the retrovirus made to your system appear to be stable. Proooobably because you’re a super soldier.”

“Super cat soldier, now,” Loki remarked with dry amusement. 

“Shaddup,” Barnes swiped at Loki’s general vicinity with his claws, missing wildly. 

“Which brings me to the other bad news, which is the cat that bit you is probably going to die. Shortly. If it hasn’t already.” Peter winced at them and shrugged. “So. Um. Have you been keeping an eye on that giant scary cat you have in here somewhere?”

Both Loki and Barnes looked at Peter in wide eyed horror, and then turned to stare down the hall that led deeper into the apartment. 

Barnes was up first, jumping up over the couch and then landing with a spectacular thump onto the floor behind it. 

“Ow…” he said very softly. From the lack movement noises, it sounded like Barnes was just laying there where he fell. 

Loki burst into snickers and Peter had to slam his hand over his mouth not to follow suit. Barnes would probably kill him later if he remembered Peter laughing at him. 

“...Ow…” There was a little added shuffling to that tiny exclamation of pain, like maybe Barnes was just barely moving in place. 

Peter wanted to look. He was dying to look. 

That’s it, he was gonna look.

Loki was already peering over the edge of the couch, still snickering madly. Peter sidled up next to him, though he at least tried to stay out of Loki’s personal space.

Barnes was there on the floor. He’d shifted enough that he was laying on his back, but one arm was still flung out at an odd angle and his tail flipped lazily around him. 

He squinted at them, clearly trying to focus on them and failing.

“Hey,” Barnes said, waving at them both casual. As if he wasn’t on the floor after having fallen, and then just decided, _this is my home I live here now_. 

Loki just cackled, and Peter had to bury his face into the couch to keep from exploding. Oh god, he was going to die. 

Which just reminded him that the cat was going to die if they didn’t do something, and quick. 

“Barnes. The cat?” Peter pointed towards the hall.

“Yes. Shit.” Barnes staggered up to standing, some how managing to look both clumsy and graceful at the same time. Once on his feet, he moved significantly better. 

Peter moved to follow him, but Loki held him back by the shoulder. “Our rooms are warded, too. I’ll go help. Stay here.”

Then Loki headed down the hall after Barnes. Both of them disappeared into one of the doors, only to come out a minute later, Loki with the snow leopard in his arms cradled like a baby, and Barnes ghosting after him.

“Is it alive?” Peter asked, jumping up to take a closer look at the cat.

“Yes. It’s heart is beating. It’s breathing,” Barnes said. 

Loki set the cat on the couch while Peter checked it over. Not that Peter really knew what the heck he was doing, but he at least had a list of pre-death symptoms from Doc Connors’ notes. Barnes petting its ears and blinked rapidly at it. 

“Guys...I can’t fix this,” Peter said, feeling helpless. 

“We know, kid,” Barnes said. His voice was soft. Compassionate even, but to Peter’s ears he sounded sad.

“There is a chance, though. Maybe? But you both are probably not gonna like it.” Peter looked up to Loki and Barnes. 

“Tell us,” Loki said.

“Look, to even try to fix this, first I’d need better equipment. I mean, Midtown High is great, but not that great. I’m talking industrial grade lab equipment. Top of the line kind of facility. That probably wouldn’t be so bad, but, honestly, this is a problem I’m just not read in enough on.” Peter shook his head. “We need someone who’s an expert in biochemical engineering _and_ someone who is used to dealing with both radiation and the super soldier serum. Now, that is not me. But you two both know a guy who knows a guy.”

Loki and Barnes exchanged a look.

“Stark?” Barnes asked. He did not sound thrilled.

Peter shook his head. “Dr. Bruce Banner. The project that turned him into the Hulk was something to do with the super soldier serum that made Captain America. He didn’t figure it out, obviously, but he’s got more background info on the serum than anyone else alive.” He paused. “That I know of. Anyways, he’ll know more of how to figure out the cat’s problem, and your problem, than anyone.”

“Right. So all we have to do is head over to Avengers Tower and see if Banner is around. That’s. Just great.” Barnes pinched the bridge of his nose with his left hand. His right stayed on the cat’s head, petting it.

“I thought you and Steve were doing ok?” Peter asked hesitantly. 

A bit of a blush colored Barnes’s cheeks. “We’re fine. I just kinda hoped that I wouldn’t have to show off the ears and tail. Especially not in a place where there would be recordings and I’d be mocked forever for it.”

“The internet never forgets,” Loki said sagely. “I’ll illusion you, Barnes. Not to worry.”

“Sure, until Banner looks at you?” Peter said. He almost hated to point out the obvious. “Because, I mean, assuming he is even there and that he’s willing to help, he’ll need to look at you. You know. In a lab. With, like, medical equipment.” 

Peter wished there was something he could do to make that particular trial easier for Barnes. When the whole thing in DC went down with Hydra, Peter and Ned had spent a bunch of time downloading everything they could. Mostly because it was cool, and who even knew what might be in that info dump. 

The vast majority of the stuff that Peter found in there were things that he wished he hadn’t ever seen, including a bunch of details on the Winter Soldier project. The things that Barnes went through occasionally gave Peter some extremely unsettling nightmares. He couldn’t imagine what it would be like for Barnes.

“Well then it’s a good thing I’m stoned, isn’t it,” Barnes deadpanned.

“I’ll make sure you have a hasty escape if you need it,” Loki said quietly. “I can teleport us away at a thought.”

“You don’t want to see the rest of the Avengers any more than I do.” Barnes gave Loki a pointedly raised eyebrow. No one mentioned Thor, but they all had to be thinking that was who Barnes was talking about.

“Consider it payback for the catnip, and I pick the next meal out. I am extremely finished with bad diner food.” That last bit Loki said with a small sneer. 

“Puts meat on your ribs.” Barnes smirked at him.

Peter had no idea how two of the most feared men in the world could be so domestic. A wave of purely mental vertigo came over him as he was again struck by how weird his life had become. Not only was he a superhero, but his two closest superhero buddies were actually maybe kind of supervillains. Very, very famous ones at that. 

“You two sound like an old married couple,” Peter said.

Both Loki and Barnes looked at him in horror, and then they looked at each other the same way. 

Peter cackled. 

\--

“Put on your armor before we go,” Loki advised Barnes. 

It was a good idea. Definitely worth it. After all, maybe if he’d had his full Asgardian armor on a few days ago in that shitty warehouse, Barnes wouldn’t have gotten bit by a massive cat. 

It only took them all a few minutes to get ready. Loki just summoned his armor, but Barnes had to change. He added as many extra weapons as he could feasibly justify. 

This wasn’t an attack. They weren’t expecting trouble. 

Barnes still did not want to go into Avengers Tower unprepared. When he and Steve went out, they always met up at a neutral place. 

The world swam as he hauled on his gear. This was hardly the first time he’d had to go into a fight high on drugs; he was well familiar with pushing through anything that he might be feeling.

But this wasn’t a fight. He didn’t have to push through. All the had to do was get there and not lose his shit at being in a lab.

Maybe he should bring some more catnip just in case.

That thought just made Barnes groan in unhappiness. If Stark saw him like this Barnes would literally never hear the end of it. If _Steve_ saw him like this, that...Barnes couldn’t predict. At least when he’d started courting Steve, he was still human shaped. Now he was part cat. 

Despite Loki’s assurances of his appeal, Barnes was still pretty worried. 

Insomuch that he could be worried while everything was floaty and great. 

Barnes pulled out his phone to text Steve. Sending a message ahead would be polite. It might also get them easier access to the tower.

But then he’d have to explain to Steve what was wrong. 

Maybe they could just show up and talk to Jarvis.

Yeah. Because that would work out just fine.

Barnes made his way back into the living room. Loki and Peter were there waiting for him. Loki was in his full green leather and gold plate armor including horned helmet, and Peter was already suited up as Spiderman. There was an extra bag made of webbing attached to his back.

“The lab notes,” Peter waved a hand at the webbing-bag.

“I’ll get the cat,” Barnes said. The room spun as he moved, but whipping his tail back and forth seemed to help his balance a lot. Once again, he’d had to curl it oddly so that the end poked out without bending it too hard at the base. He’d debated about just shoving it down a pant leg, but the possibility for breaking his tail if he moved wrong was too worrying. Barnes wanted to get some spar practice in to figure out how to move with his new appendage.

New and _useless_ appendage. Barnes huffed in irritation.

“Very well,” Loki nodded at him. “The thing likes you more than it does me anyways.”

“Did you two ever name it?” Peter asked.

“Not yet.” Barnes shrugged, and carefully collected the enormous cat in his arms. Damn, but the thing was awkward to hold. Not terribly heavy, even for a regular human. Maybe the size of a large dog. 

“How about Fluffy? It looks like a Fluffy.”

“No,” both Barnes and Loki said at the same time.

Loki put his hands on their shoulders. There was a flash of green light and that now familiar falling sensation, and they were gone.

\--

From the looks of things, Loki had teleported them to the extended balcony that connected to the common room floor. Barnes felt a tingle of Loki’s illusion settle over him and sent Loki a grateful glance.

Before they could do more than take a step, lights flashed up on the patio.

“Intruder alert,” Jarvis’s voice boomed out to them.

“You didn’t call ahead,” Loki said flatly.

“...Shit.” Barnes winced. He took a breath and closed his eyes for a second. The lights were really fucking with his buzz. “Hey Jarvis. We’re not here to start trouble. No need for the light show.”

“Sir has given you, Sergeant Barnes, limited authorization for entrance. The same cannot be said for Loki or Spiderman. Please state your business.”

There was some movement from inside and Barnes just smothered a deeper sigh. 

“We’re here to talk to Dr. Banner? If he’ll let us? We have a cat. That. Might need his help…” Barnes kind of wanted to shoot himself for that answer. 

As if recognizing that she was being talked about, the snow leopard roused a little and growled unhappily. 

“Hush,” Barnes soothed softly. He couldn’t help but rub his face into the top of her head. “We’ll...we’ll find a way to make things better.”

He didn’t want to think about just how often _make things better_ meant _make the pain stop_. It was silly to be attached. Stupid, even. Hell, the damn cat bit him and turned him into a weird animal hybrid. 

That didn’t stop Barnes from feeling incredibly sad that the cat might die. She was soft and reasonably friendly. It wasn’t her fault that some batshit doctor had tossed her in a cage and filled her full of fucking drugs. 

“---Barnes?” Loki was shaking his shoulder.

Apparently there had been talking while Barnes was busy rubbing his face into the cat’s fur.

“Hm? Yes. Here. What’s up?” Barnes asked, blinking rapidly.

“...Sergeant Barnes, are you well?” Jarvis asked. This time the voice was at a much more reasonable level, and the lights had even dimmed to something less eye blinding as well. Excellent. 

“I’m kinda fucking great?” Barnes couldn’t help the confused lilt to his voice. He was still pretty puzzled by the sensation, after all. All floaty and nice. Like he was sitting in a life raft on top of the ocean vast pool of anxiety, trauma, and upset that tended to plague him. Even the sadness of his cat dying couldn’t quite break through that buzz. 

“Riiiiiight,” Peter drawled. “So Jarvis, can we see Dr. Banner? Is he around? Is he free? Because I can _guarantee_ we have a wicked interesting science thing for him to look at.”

“One moment, please,” Jarvis said.

As they waited, Loki kept his hands on Barnes and Peter’s shoulders. Just incase they needed a quick exit, probably. 

“You’re really suspicious,” Barnes said to Loki. “I like that about you.”

Peter sounded like he was choking under his mask, but Loki just smirked at him. 

“The feeling is mutual, Barnes,” Loki said in return. 

Right when Barnes was about to give up on this whole standing business and settle down onto the floor for a nap with the cat, Jarvis piped up again.

“Dr. Banner is willing to meet with you. If you’ll follow the prompts, I’ll escort you to his lab.” The doors to the common area opened and a trail of ceiling lights lit up, heading back and away towards the elevators. “I must request that you stay on your best behavior here. Any sign of attack and counter measures will be taken.”

“Eeeeeee oh my god I get to go in Avengers Tower!” Peter said under his breath and they headed in.

Loki snorted. “You’ve been in Avengers Tower. We were all here fighting off robots.”

“Which is the only reason you are all being allowed in now,” Jarvis added. “Your aid in that fight has not been forgotten.”

Right before they entered the building, Loki stopped them with a light pull. Then he looked up to the lights above the door. 

Something about the way Loki’s hand tightened on Barnes’s shoulder made him think that Loki was more nervous than he let on. That made sense. Loki didn’t exactly have great memories of this place. Thor was here, and the two of them were still having all kinds of issues. Relatively peaceful ones, given that no one had died yet. It still wasn’t a picnic for Loki to deal with his brother. He had a lot of anxieties about it. Plus there were here to see Banner, who Loki seemed very keen on avoiding at all times and expressed a certain shivering distain for in conversation. 

“Just as we will be on our best behavior, we expect the same from you,” Loki said solemnly. “We will give you no cause to be concerned if only you extend us the same courtesy.” 

“Of course. This way, please.” As ever, Jarvis sounded like the epitome of hospitality. Loki didn’t object when they all started moving forward.

The cat bitched, though. It squirmed a little in Barnes’s arms and then grumbled when that just earned him a squeeze.

“Shhh, it’s alright. Everything is fine,” Barnes said quietly. 

One of these days, he really wanted that particular phrase to not be a lie.

Once they were in the elevator, Barnes sagged against the back wall and closed his eyes. Fuck, but he was tired. He just wanted to lay down. Maybe in a pile of knives. His makeshift bedroll in his armory sounded good right about now. Too often Barnes was too keyed up to sleep in his bed, so he just hunkered down in the corner of his armory; a giant, well insulated, well warded walk-in closet off of his bedroom, filled to the brim with every weapon he could ever want. A housewarming gift from Loki for when Barnes had moved in. It was still his favorite room in the lair. 

“Sergeant Barnes,” Jarvis’s voice popped up in the elevator. “I’m getting erratic readings from you. Do you need medical assistance?” 

“Cat’s sick,” Barnes said, lifting the cat a little bit as if to show it to Jarvis’s cameras. “Definitely need to see Dr. Banner.”

“You are aware that he isn’t that kind of doctor?” Jarvis sounded dubious.

“He’s _exactly_ that kind of doctor,” Barnes assured him with a nod. 

Since he swayed in place too, maybe he didn’t come off sounding as confident as he wanted.

The elevator dinged and the doors opened to a massive lab. There wasn’t even a hall. It was just one big room full of equipment. And a lot of glass. So much glass. His ears twitched this way and that under the illusion as he caught weird echoes from all the strange acoustics. 

Dr. Banner was there waiting for them. As was Steve.

Barnes recognized Banner from his intelligence gathering on the Avengers, though he’d never met the man in person himself. He was a few inches shorter than Barnes, with dark brown curly hair and a body that was neither thin nor thick. He looked older than all of them, with crows feet at the corners of his eyes and a bit of grey just starting to speckle the scruff on his chin. He also looked very interested in whatever was about to happen. Maybe a touch nervous too from how he was rubbing his hands together. He must have still been awake when they arrived, because he was wearing what looked like his normal clothes: slacks and a rumpled dark purple button up shirt.

Steve, on the other hand, looked like he’d just been out for a run. He had on sweat pants and a tight Under Armour t-shirt. His brow was furrowed with worry and the moment the elevator doors opened up, he jumped up from his stool and walked over.

“Bucky,” Steve breathed out. “Are you alright?” He looked back and forth between them all until his gaze settled on the cat. “You have a really big pet cat.”

Peter snorted quietly in amusement and then slapped his hand over his mouth.

“Hi, Stevie.” Barnes smiled at him, wide and happy. This was probably the best part of the future. Being able to be with Steve. Not just as friends, but actually try _dating_.

Barnes frowned. 

Being with Steve was pretty great, but not being with Hydra maybe should be at the top of his Best Things Ever list. No more chair. No more torture. No more killing.

Alright, a little more killing. But Barnes got to pick the targets now and they all deserved it!

“Bucky?” Steve was looking at him now, and sounded even more worried. He lifted up his hand, like he wanted to reach out and hug but couldn’t quite bring himself to.

Maybe he was worried about scaring Barnes off.

Or maybe it was the fact that Loki still had a hand on Barnes shoulder and was glaring at Steve from under that huge, horny helmet. His fingers dug in far enough that Barnes could feel the nails even through his Asgardian armor. They’d been living in each other’s pockets for months now. Loki may have been able to fool anyone else, but Barnes could see the line of tension running through him. 

“Everything’s fine,” Barnes said, speaking to both Loki and Steve. He shook his head reassuringly, dismissing any danger there might have been there. The movement turned out to be an incredibly bad idea as it sent the room spinning around him. 

Loki rolled his eyes. “Verily.”

“....Fine?” Peter added. “Sort of fine? For some definitions of fine?”

Steve rubbed his face with both hands and then took a breath. “Bucky, why do you have a snow leopard?”

“Speaking of which, _hi_ Dr. Banner!” Peter said, bouncing over to where Banner was seated at a table. “I looooved your work on visual manifestations of radioactive decay. I’ve read all of your papers.”

“Oh. Um. Thanks?” Banner straightened up a little as he said that, as if both surprised and pleased. He glanced over to Barnes and then back to Peter. “Nice to meet you, Spiderman.”

He held out his hand like he was reaching for a bomb. Peter shook it vigorously. 

“Bucky…” Steve started.

Before he could get further than that, Barnes leaned into him and sighed happily. Of course Steve was able to take his weight. Steve was built to withstand anything. A little cyborg leaning plus a cat wouldn’t be an issue. 

“It’s so great that you don’t have asthma any more,” Barnes said, rubbing his cheek into Steve’s shoulder. 

“Hey!” Peter pointed over to where Barnes was happily pressing into Steve. “How come I have to get sober consent, but he gets to be leaned all over?!”

“Because, Spiderling, they are courting,” Loki said, sounding tired. “Although you wouldn’t know it from how little sex they’re having. It’s unhealthy. Maybe this will encourage both of them.”

Steve and Bruce both stared at Loki in horror. From the way Peter’s mask was contorted, he was probably staring in horror, too. 

Barnes just let his eyes droop a little and leaned more. “To much information, Loki. No one needs to know that.”

“Midgardians are so repressed.” Loki sniffed in irritation. 

“And ancient viking gods aren’t?” Peter objected. Then he seemed to realize what he said, and nodded. “Well. Yeah. I guess I can see that.”

“Bucky are you drunk?” Steve asked.

“Drugged. But only a little and so far it’s been pretty fun,” Barnes let his eyes close. 

Yes, he was in a lab, and with a strange doctor no less. But Loki was there, and still had a hand on his arm. Steve and Peter were there, too. Things would work out. 

Steve took a deep breath and then turned to Loki. “What’s going on?”

“Our cat is sick.” Loki nodded towards the cat.

“You know I’m not a vet,” Banner said.

“No, but you are an expert in biochemistry, radiation, and the supersoldier serum.” Peter grabbed his webbed-on bag and started fishing out papers. “So, like, the cat there got injected with Dr. Connors’s latest experiment serum. Which, if you don’t know who he is, he’s kind of a big name in biochemistry. Turns into a giant lizard man once in a while. Just got put back into jail a couple days ago…”

“Ah. Okay?” Banner put on a pair of glasses and started looking through the notes that Peter handed him.

“Right. I did some tests on it already, and the Too Long, Didn’t Read is that the cat is dying because of what it was injected with, which is _bad_ , yes, but that’s not the _major_ problem. The major problem is that---” Peter suddenly froze in place and turned to look over at Barnes.

Barnes just blinked lazily at him. A good slow blink. A reassuring blink.

There was a long pause. No one looked reassured.

“...The major problem is?” Banner was looking at Barnes again.

“Cat bit me and transferred some of what she’d been injected with,” Barnes supplied. “It kind of sucks, but it’s not like it’s the first time I’ve been experimented on. Or woken up all fucked up from mystery drugs. Or been injected with radiation. Apparently, I’m not gonna die from it? So that’s great.”

The silence in the room was so poignant that it felt like a physical force. 

“Is this why you’re on drugs?” Steve asked quietly. That worried line between his eyebrows was back again, and his lips were pressed into a thin line. His hand had found its way up to the space right between Barnes’s shoulders and was resting there lightly. Offering support. 

Either that or he was trying to palm some grenades. Barnes was betting on the support thing, but he was still gonna count his ordinance when they got home. 

“Yes,” said Loki.

“Nah,” said Barnes right at the same time. 

“...Right,” Banner said, looking back and forth between them. “Dare I ask what is strong enough to get a super soldier high?”

“No,” Barnes said quickly.

“Catnip,” Loki said just as promptly, grinning evilly. 

“You baaaaaaaastard,” Barnes groaned, while Steve stifled a snicker.

“I’m sure it’ll be alright, Barnes,” Peter piped in. “Even cats get a tolerance to it after a certain amount of time. It doesn’t seem to be addictive, there’s no withdrawal symptoms, and cats instinctively know how to self regulate.”

Barnes sighed and squeezed the snow leopard, which barely grunted at him. “I hate you all.”

“Ah. I see.” Banner stood up and moved over, getting a closer look at the cat. “So you need some help reversing whatever effects there are.”

“And saving the cat,” Barnes added. 

“Right. Put it over here”---Banner waved at a relatively clean table---“and I’ll take a look.”

Barnes forced himself over to lay the cat down. The moment he did so, Banner was checking her over. She grunted a little, but otherwise didn’t bother him.

“I can’t guarantee anything, you know,” Banner said quietly.

“I know.” Barnes petted her ears. Bad shit happened all the time. His life was just like that.

Banner worked in quiet for a few moments. Then he asked, “Why are you sure that Sergeant Barnes won’t go the same way as the cat?”

“Just call me Barnes, please,” Barnes said tiredly. The room was still spinning a little, but already it felt like the catnip was wearing off. It had only been an hour or so since he’d had a nice chew of it. Probably less. While that settled his paranoia about being drugged, it was also a little disappointing too. He would have liked to stay buzzed for his entire time here.

“And why is Loki holding your arm?” Steve asked, stepping over to the table. There was something in his voice that made Barnes’s ears twitch. Something that sounded a little unfriendly.

“Because I sometimes get panic attacks in labs,” Barnes said with a shrug. “He’s helping.” 

From the way Loki’s hand was tight on him, Barnes was guessing it was because Loki was just as close to the edge of freaking out, though likely for different reasons. This whole night would get a hell of a lot better once they could get home again.

“Every time you say something it just makes me want to cry,” Peter said softly. He grabbed the lab notes and laid them out on a table next to Banner. “Here. My notes. Look at the differences between Barnes’s blood and the cat’s. Which, by the way, you still need to name.”

“We’ll name it if it lives,” Loki said with a wave of his hand.

“Cold.” Peter shook his head.

“Practical,” Loki shot back. The he suddenly broke out into giggles.

After a moment, Barnes joined him.

 _Cold_. Peter had called Loki _cold_. Whatever was going on with Loki’s biology, Barnes wasn’t sure, but he did know that Loki had a fuckton of ice powers. Enough that Barnes had gotten frost bite a number of times when he’d had to wake Loki up from a nightmare. 

“You’re cold,” Barnes said in between snickers, leaning back on Loki.

“So very, very cold.” Loki cackled.

The two of them snickered together for another minute or so, garnering even more weird looks. 

“Could give Steve a run for his money, with being an ice cube,” Barnes had to cover his face and wipe his eyes. 

That just made Loki laugh harder. “Could give _you_ a run for your money with being an ice cube.”

“You two are the weirdest people I know, and I dress up in spandex every day,” Peter said, shaking his head. 

“Why is that even funny?” Steve asked. Maybe he was talking to Banner. If he was, it was a lost cause, because Banner was ignoring them in favor of checking the cat out. 

“Because my brother is a frost giant,” Thor said from the now-opening elevator.

Whatever Loki said was not in English, but it definitely was a swear word, Barnes would bet his last dollar on it. 

It was also irrelevant, because Barnes was now flying through the air. Loki had thrown him across the goddamn room. Right towards Thor.

Instinct and a century of training kicked in, and Barnes twisted in the air. He ended up landing feet first into Thor, knocking him back into the elevator. As soon as Barnes made contact, he sprung forward and rolled away. He came to a stop in a crouch with his tail lashing back and forth behind him.

His now very visible tail.

“What the _fuck_ , Loki?!” Barnes hissed at him.

It took a moment for him to register that he actually hissed. Like, bared his fangs and snarled.

Shit. That was bad. 

The room was also spinning again, which was also bad.

“Do not sneak up on me!” Loki snarled at Thor. Or at least at the groaning pile of limbs in the elevator that was Thor. His hands were balled up into fists. Green glowing power leaked off of him, but only for a moment and then Loki swallowed it down again. 

Steve looked about ready to jump on someone. From the glances around the room, he wasn’t quite sure who that should be. Peter looked at them all briefly before going back to the lab notes. Banner didn’t even bother watching. 

“Did you just fucking throw me across the room because you were startled?” Barnes asked, feeling sort of incredulous. 

“Bucky, do you have cat ears and a tail?” Steve asked.

_Fuck._

Barnes crouched down a little farther. There wasn’t anywhere to hide here. The lab was too open. Just as important was that he couldn’t hide at all; it would be a show of weakness. His metal arm recalibrated, unconsciously settling the plates for an attack even though Barnes knew that there wouldn’t be one.

“I’m sorry, Barnes. The illusion broke when you hit Thor,” Loki said with a wince.

“Oh no, I’m fine, don’t worry about me,” Thor grumbled, finally getting up.

“We weren’t worried at all,” Loki answered back. He leaned on the table behind him and crossed his arms as if to show just how not worried he really was.

Barnes rolled his eyes and straightened up to standing.

“Yeah.” Barnes waved at the cat. “Results of the bite from the sick cat. So. You know. Avoid getting bitten by her.”

“Noted, and now I’m also extra glad that I gave her something to knock her out while we worked,” Banner said easily. “Which I am still not the right kind of doctor for.”

“We trust you, Dr. Banner.” Steve smiled at him.

Barnes and Loki just shared a look. 

Trust. Right. _Sure_.

“What are _you_ doing here,” Loki grumbled to Thor as he approached.

“I live here,” Thor answered with a raised eyebrow. “Jarvis let me know when you arrived.” He paused and looked around the room. “I’d debated about coming, since you weren’t here to see me. But thought perhaps we shouldn’t waste what time we have granted to us now.”

There was a quick flicker of something complicated going on with Loki’s face, but it quickly smoothed away to bland indifference. “Of course,” he said evenly.

Barnes didn’t really like how stressed Loki looked. Maybe it wasn’t a look. Maybe it was a scent. Barnes couldn’t quite put his finger on it. 

Time to move to a better position. 

He situated himself to Loki’s side, in between him and Thor. The plan was to stand there and look menacing. 

What actually happened was that he sort of...listed to the side a bit. That was fine. Loki was there. It was alright to lean into Loki while Barnes was stoned out of his mind. They’d had a whole conversation about it. 

“Are you well, friend Barnes?” Thor asked. Now that Barnes had a chance to really look at him, it was notable that Thor wasn’t dressed in his armor. He had on jeans, a t-shirt, and a thick flannel button up on. His hair was loose and his beard looked recently trimmed. 

He didn’t have his hammer with him either. 

_He’s not here to fight_.

All of that filtered through Barnes’s brain in less than a heartbeat, and allowed him to relax further into Loki’s side. Loki still felt like a steel cable in human form, but Barnes didn’t really expect anything else. There weren’t any daggers out, so Barnes was calling it a win.

“I’m just fucking peachy,” Barnes said seriously. “Kinda fucked up? But what else is new.”

“The cat ears. Those are new,” Loki helpfully pointed out. Peter snickered quietly. From the way Steve was pressing his lips together, he was trying not to join him.

Barnes flipped Loki off without even looking at him.

“You know,” Banner said, flickering his gaze up to Barnes. “We’re gonna need a blood sample.”

A shudder crawled up Barnes’s spine and he grit his teeth. 

It was one thing to get some blood taken from Peter when they were all sitting in Barnes’s living room. Peter, who they shared meals with, did training with every week, and looked out for when he needed help. Peter, who was a funny, smart mouthed kid that was the opposite of everything Hydra was and who helped fix Barnes’s arm. 

It was another thing entirely to let a stranger, a strange _doctor_ at that, to shove needles into him in a lab made of glass, filled with who the fuck knew what kind of technology.

“I can do it, if you’d rather,” Peter said. “It’ll be just like the first time. Loki’s here, the cat’s here. We could go to another room, too.”

Smart kid. Always knew when Barnes was getting tripped up. 

Barnes swallowed hard and nodded. “Yeah. You do it. And none of it leaves here, or is used for anything else other than fixing this problem. Everything gets destroyed afterwards.”

“Agreed,” Banner said quickly. “Jarvis, can you make sure of that? The last thing we need is samples of super soldier blood going missing.” He gave Barnes a hesitant smile, that was equal parts pained and sympathetic. “I know what it’s like to be an experiment, too. I wouldn’t do that to you, or anyone else.”

That was unexpected. Barnes felt a tightening in his chest. Understanding wasn’t something he expected to get here.

“You’re really nice,” Barnes said to Banner, smiling softly. 

Banner snapped his mouth shut and his face turned bright red. He very quickly turned around and went back to his papers.

“And you are so very stoned,” Loki said with a snort. He waved a hand at Peter. “Come, take what you need while he’s still upright.”

“We could go to my floor?” Steve said quickly. “Once Dr. Banner gets the samples he needs, we could get out of his hair and let him work. Maybe watch a movie?”

“Yes, please,” Banner said. “Jarvis can pop up a video feed if we have questions for you.”

“I am not leaving. This is too awesome,” Peter said firmly.

“That’s fine, I want to know what you’ve already done, plus whatever you can tell me about Dr. Connors’ work.”

Peter straightened up and gave Banner an incredibly shitty salute. Barnes rolled his eyes, but nodded. “Sure, that’s fine.” He narrowed his eyes and thought for a moment. “I don’t think I’ve been to your floor when it’s not on fire.”

“Always a first time then,” Steve said with a warm smile. 

\--

In relatively short order, Barnes, Loki, Steve, Thor, and Peter made their way to Steve’s floor in the tower. Banner stayed back in the lab to set up for the experiments he was going to run.

“Where is Stark, by the way?” Loki asked once they were in Steve’s living room. “I’d assumed he would show up at some point. This is his tower, after all.”

“Sir is currently in Malibu with Ms. Potts. He’s not scheduled to return for a few more days,” Jarvis answered. 

Barnes sat down on the sofa. The buzz was seriously starting to wear off now and he was feeling particularly anxious about more needles. Peter sat down next to him and showed him the needle, vials, and tubes he was going to use. 

There was some quiet chatter from the kitchen area as Steve gathered up drinks and snacks. Loki and Thor ended up sitting on opposite ends of the room, though they were careful not to look at each other.

“This is gonna be just like before, except with way nicer stuff because I _way_ do not have the money that Stark does,” Peter said as Barnes stripped off his jacket.

That was extra unpleasant. Taking off his armored coat. He knew that nothing would happen. Peter was here, Loki was here, Steve was here. Barnes took a short breath and closed his eyes. His arm recalibrated up and down. At least he had on a t-shirt under it. Being bare chested in front of everyone would have been far worse. It was too much like how Hydra treated him. He had all his weapons, too. That helped.

“I’m here, Barnes,” Loki said next to him. He’d gotten up to sit down right next to Barnes on the couch. “One touch, and we’re gone.”

Barnes nodded and took another slow breath. “Go ahead,” he said to Peter.

As always, Peter was quick and careful. He told Barnes what he was doing as he did it and always warned him when touching would happen. Throughout it all, Loki kept a weather eye on the room around them, flickering between various entry points and Thor and Steve. Thor was watching them with something like puzzlement on his face. Steve just busied himself setting up bowls of crackers and candy, and bottles of soda. 

It was done before he knew it, and Peter was out the door, practically bouncing with excitement.

“Jarvis, can you make sure he gets something to eat?” Barnes asked. “Like, a real meal? I don’t think he’s stopped for dinner.”

“Of course, Sergeant Barnes. I’ll send something up for Dr. Banner as well. He has a tendency to forget to feed himself.” Jarvis sounded warmer than he had earlier. Maybe it was because so far there hadn’t been any structural damage. He was probably pretty fucking thrilled about that. 

Steve snickered and sat down in the spot where Peter had just vacated. “You can’t help yourself, can you?”

“Help what, punk?” Barnes rubbed the bandaid on his arm and slouched back into the cushions. It felt weird to be in the middle seat on a couch, but it was also strangely nice to have people he liked and trusted on either side of him. 

“Watching out for people. Taking care of them,” Steve answered. 

The honest answer to that wasn’t one that Steve wanted to hear. Hydra had done a pretty damn good job beating any altruistic tendencies out of him. So Barnes just shrugged. 

“What are we watching?” Steve asked, leaning back into the corner of the sofa. There was still some distance between them. Not much. A few inches. 

Barnes eyed the space. “Hmmmm.”

“Turn it to whatever is on SyFy,” Loki said as he took off his helmet. Barnes noted that he didn’t unsummon the rest of his armor, but even taking off something was a good start.

“Really?” Steve asked. 

“It’s distracting,” Barnes said, feeling tired. He wouldn’t be able to sleep. Not here. 

Loki nodded in agreement. Thor shrugged and took a drink from his soda bottle. 

Steve shrugged and the TV turned on. Probably Jarvis’s doing.

The terrible show about aliens was one that Barnes and Loki had already seen, but from the horrified look on Thor and Steve’s faces, it was new to them. 

As the show progressed, the group grew more relaxed. Or maybe just more tired. 

Eventually Steve started to nod off, and Barnes found himself curled up into Steve’s side. One of Steve’s hands even brushed up against Barnes’s ears, very, very gently scritching them, and _that_ was pretty damn great. 

It had to be ass-o-clock in the morning. Barnes could see through barely open eyes that Thor looked just as amused and outraged at the ridiculous claims the show was making as Loki had the first time he’d seen it.

“Seriously? A chorus of a thousand humans, all singing in harmony were what built this ancient stone tombs?” Thor said, nearly shouting at the screen. 

“Ridiculous, isn’t it?” Loki said. Barnes’s feet had ended up brushing Loki’s legs, but Loki didn’t seem to mind it. In fact, he pressed into the contact a bit. That just made Barnes relax a little more.

“Humans are all mad.” There was admiration in Thor’s voice.

“They are, as well as stupid and short sighted. But...some are worth knowing,” Loki admitted quietly. 

There was a long pause. Barnes kept himself still. It was unlikely either Thor or Loki believed he was asleep, but he still didn’t want to interrupt. This was the most the two brothers had talked to each other in months. Maybe years.

“It is strange to hear you say that, brother,” Thor said softly. “Stranger still to see you take such care of your friend, Barnes.”

“Is it?” Loki asked, very little inflection in his voice.

“I don’t know what to think about you anymore. You have always confused me, brother.”

“It’s what I’m good at, after all.” That was said bitterly. “Lies and confusion. Chaos and upset.”

“Perhaps,” Thor allowed. “Or...perhaps the fault is with us who are confused. We try to fit you into an image that you are not suited for, and constantly struggle to find the right meaning. I could wish that I was smart enough to understand…”

The conversation died for a minute or two as the TV droned in the background. 

“It would be difficult for any to understand me when I sometimes do not understand myself,” Loki said finally. Then he let out a sigh of frustration and his leg muscles jumped under the press of Barnes’s feet as he shifted in place. “This is pointless, brother. What will this chatter ever gain us? It can’t erase any of the things that either of us have done. Centuries of lies and bullying and…” Loki shut his teeth closed so tightly that they snapped.

Thor took a slow drink from his bottle, and turned to watch the screen. 

“Perhaps not. But I am glad for the chance to talk nonetheless.” Thor gave Loki a small smile, and tipped his bottle towards Loki in salute. “To us, brother.” It looked like he might say more, but then he just smiled again and took a drink.

After that, there was only the quiet sound of late night TV.

\--

By the next morning, they’d been summoned back into the lab. Banner looked like he was on about his twentieth cup of coffee. There were heavy bags under his eyes, but he seemed as animated as ever. 

Peter looked like he was riding the edge of exhaustion, in the hyperactive way that only toddlers and teenagers could really pull off. Punch drunk. He had his mask pulled up over his nose, leaving his mouth open to the air, and black latex gloves pulled on over his costume gloves.

As soon as they walked in, Peter practically shouted the news at them.

“So, yay! Guess what? We are all geniuses, because _we_ ”---Peter pointed back and forth between Banner and himself--- “figured out how to save your cat.”

“With the stabilization patterns in your blood, we were able to modify the retrovirus to to reinfect the cat, changing her cells, again, at a fundamental level,” Banner said. He waved them over to where the cat was sleeping, still knocked out with whatever they gave her and hooked up to an IV. 

“Right now, all we have to do is wait and make sure the solution really works,” Peter added. 

“No word yet on reversing what was done to Bucky though?” Steve asked.

Barnes rubbed the cat’s ears while he looked her over. 

He already damn well knew the answer to this. He’d spent all morning thinking about it. If Peter had been able to figure out away to reverse something transmitted in a bite like this, he would have figured out how to do it for himself years ago. Though maybe he didn’t want to. He obviously enjoyed being Spiderman, and felt it was his duty to help people who needed it.

“No,” Peter said, slumping down.

Barnes nodded and refused to look at anyone. That didn’t stop his damn tail from thrashing back and forth. 

Fuck. He was going to have to figure out how to deal with a tail, long term. 

Why did his life suck so much.

“Do you want us to keep working on it?” Banner asked quietly.

“Would it help?” Barnes asked back.

“It’s possible.” Banner shrugged. “Not sure how likely. But it’s possible. We could cross reference your blood with some samples we have of Steve’s on file. See if there’s any new information we can get from there. Once the cat has recovered, that might give us some more insight too.”

“Doc Connors is still around, too, you know,” Peter added. “We might be able to get some more information from him.”

Barnes took a breath and nodded. “Alright. If you’re willing to, then sure. I won’t expect miracles, though. And just keep me in the loop for what you find.”

He closed his eyes and for a brief moment he wanted to hit something. Really, really hard. 

A hand on his chin lifted his head up so that he was looking into Steve’s eyes.

“It doesn’t matter to me, Bucky. Either way, you’re still you,” Steve said. A small, radiant smile curled his lips and his eyes held all the warmth in the world. Barnes knew without a shadow of a doubt that he was being totally honest. 

The smiled grew a little wider. 

“Besides. You look pretty cute this way,” Steve added.

“HA! I _called it_!” Loki fist pumped into the air.

“Called what?” Peter asked, looking back and forth between them. “Is this a thing I want to know? I feel like it’s probably not. Probably something very, very not for delicate spider ears.”

“Don’t you have somewhere to be this morning?” Barnes cast a sideways glance to Peter. If it was morning time, then it was time for Peter to be in school. Obviously, Peter had forgotten all about that. Including the fact that he forgot to go home last night. Hopefully, he remembered to set up an excuse with his aunt.

“What? Be? No, why would you thi--OH CRAP I HAVE TO GO.”

Barnes and Loki both started snickering.

“Oh god, oh god, Loki you have to give me a lift.” Peter bounced over to Loki, grabbed ahold of his arm, and shook it vigorously. “I need to go home, I need to get my clothes, oh my god howww did I lose track of life?”

“Yeah, it’s time for us to sleep,” Barnes added. He leaned forward to give Steve a peck on the lips. “Or maybe breakfast?”

“Breakfast would be great,” Steve said happily.

“It’s my turn to choose where we eat,” Loki grumbled. He looked pointedly at Thor and Banner. “Are you two coming as well?”

They blinked at him, and then glanced at each other. 

“Ah. Yes?” Thor said. His eyebrows were so high up that they touched his hairline. “Banner?”

“...Sure. Why not,” Banner said with a shrug.

“Excellent,” Loki said. Then he held out his arms. “Time to hold hands.”

“Wait, what?” Banner looked alarmed.

Thor just looked delighted and Barnes grinned.

The End.  
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Rai sighed and looked up from his book. It had been three days since Peter Parker had spent all afternoon and all evening panicking in the back room of Dr. Etrama’s lab.

Dr. Etrama. That name still made Rai want to huff in amusement. The sheer _audacity_ of it. 

Still. Rai didn’t really mind his servant taking his name. Cadis Etrama Di Raizel is what Rai had been called for many hundreds of years. In modern times, Rai was easier. 

Rai set his book down and headed for the labs under their home. There he found his servant, his guardian, with his head bent over a series of beakers and black-violet energy wafting off of him in waves. Rai could actually feel the excitement in the air.

“Frankenstein,” Rai said.

The man known to the humans around them as Dr. Victor Etrama straightened up and looked over his shoulder at Rai. 

“Yes, Master?” Ever since he’d stolen a sample of whatever Peter Parker was working on that night, Frankenstein had been toiling away in his labs, cackling with glee.

“What are you doing?” It was a simple question, and one Rai didn’t indulge in very often. Most of what Frankenstein did was for Rai’s benefit, and nearly all of it was far beyond what Rai was able to follow, research wise. Sometimes, though...Frankenstein could get off track.

“Science, Master. I’m doing _science_!” Frankenstein’s handsome face split into an unholy grin, and he held up a beaker filled with something that looked and smelled very much like blood.

Rai sighed. It was going to be one of those months.

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After Tony had heard Loki and Barnes paid the tower a visit, Tony had taken an express trip home. Not the super express trip. That would have been a long, unpleasant flight in the Ironman suit. No, he took the mostly express trip, and just got his private jet up in the air and headed towards New York. 

By the time he’d gotten back to the tower, he was pretty much exhausted. Jarvis had been in contact with him constantly, so he knew that there weren’t any dangerous issues happening. 

Or there shouldn’t be, anyways.

It was still good to check up in person. Tony was paranoid enough that he felt the need, regardless of the fact that the old popsicles were dating now and Loki seemed to be on the side of Slightly Less Homicidal these days. Trust but verify, is what Natasha would have said. If she and Clint weren’t off on some kind of mystery spy business. Again.

But when he got home, there wasn’t anyone there. All left for breakfast apparently.

“And didn’t invite me,” Tony grumbled. “Fuck it, let’s see what they were working on.”

He headed for Bruce’s lab. 

Only to be faced with the biggest fucking cat he’d ever seen outside of a National Geographic made for TV movie. The thing was sitting up on one of the tables and happily chewing through a whole nest of tubing. 

He only got two steps in before the cat turned to look at him.

Tony’s mind drew a blank for a moment. Not a true blank. A dozen different theories about how this had happened spun through his head all at once. But also he spent a solid three seconds just staring at the snow leopard that was apparently inhabiting Bruce’s lab. 

The cat stared back at him.

“....Nope. Jarvis, lock the lab doors as soon as I’m out.” 

“Of course, Sir.”

Tony turned around and walked out. This could wait for the morning. 

The End???

**Author's Note:**

> Thanks for reading.


End file.
